Business Offer Cover Sheet

BUSINESS OFFER COVER SHEET

Parties and Offer Identification

Offeror Name:    Offeror Address:

Recipient Name:    Recipient Address:

Date of Offer:    Offer Valid Until:

Recitals

WHEREAS, Offeror Name: is engaged in the business of providing the goods and/or services described herein; and

WHEREAS, Recipient Name: has requested a formal offer from Offeror and the parties wish to set forth the material terms of that offer and the conditions for acceptance; and

WHEREAS, the parties intend that this Business Offer Cover Sheet accurately summarize the offer, payment terms, scope of work, and other essential contractual provisions that will govern the parties' relationship upon acceptance.

Scope of Work

Deliverables and milestones should be described in the Scope of Work or the referenced attachment(s). Any change in scope that materially alters price or schedule shall be subject to written change order signed by both parties.

Payment Terms

Total Offer Amount: $

Late Payment Fee: on unpaid balances, calculated monthly and compounded as permitted by law.

All payments shall be made in U.S. dollars unless otherwise agreed in writing. Invoice disputes must be notified in writing within ten (10) days of invoice receipt; undisputed portions remain due and payable per the schedule above.

Term and Termination

Term Commencement Date:    Term Expiration Date:

Either party may terminate this offer prior to acceptance by delivering written notice to the other party. After acceptance, this agreement may be terminated for material breach following thirty (30) days' written notice and failure to cure, or immediately for insolvency or bankruptcy of a party.

Required Notice Period for Termination without Cause:

Confidentiality

The parties acknowledge that, in connection with this offer and any future performance, each may disclose Confidential Information. Confidential Information shall include nonpublic business, technical, pricing, and financial information that is marked confidential or reasonably understood to be confidential.

Recipient agrees to (a) use Confidential Information solely for the purpose of evaluating or performing this offer; (b) protect Confidential Information with at least the same degree of care as its own confidential information; and (c) not disclose Confidential Information to third parties except to employees or advisors who have a need to know and who are bound by confidentiality obligations.

This confidentiality obligation shall survive termination or expiration of the offer for a period of three (3) years, except with respect to trade secrets which shall be protected for as long as they remain trade secrets under applicable law.

Yes

Governing Law and Dispute Resolution

This Offer and any resulting agreement shall be governed by and construed in accordance with the laws of:

The parties agree to attempt in good faith to resolve any dispute arising out of or relating to this Offer through negotiation. If negotiation fails, disputes shall be resolved by binding arbitration unless the parties mutually agree otherwise in writing.

Entire Agreement

This Business Offer Cover Sheet, including any documents expressly incorporated by reference and any signed acceptance, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals, and representations, whether written or oral. No amendment shall be effective except by a written instrument signed by authorized representatives of both parties.

Attachments and Additional Terms

Scope of Work Document     Detailed Pricing Sheet     Standard Terms & Conditions

Acceptance

To accept this offer, the Recipient must sign below and return a signed copy to Offeror prior to the Offer Valid Until date indicated above. Acceptance by the Offeror of the Recipient's signature or countersignature shall create a binding agreement incorporating the terms set forth herein.

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