Business Offer Packet

BUSINESS OFFER PACKET

Parties

Offeror Name:    Client Name:

Proposal Number:    Offer Date:    Offer Expires:

Recitals (WHEREAS)

WHEREAS, Offeror is engaged in the business of providing professional goods and services as described herein and represents that it has the experience, personnel, and resources necessary to perform the services set forth in this Offer;

WHEREAS, Client desires to engage Offeror to perform the services on the terms and conditions set forth in this Offer and Offeror is willing to accept such engagement pursuant to the terms herein;

WHEREAS, the parties intend that this Offer, upon acceptance by Client in writing and execution by both parties, shall constitute a binding agreement governing the provision of services described below.

Scope of Work

The Offeror will provide the services and deliverables described in the following scope. The Scope of Work identifies specific tasks, milestones, and acceptance criteria. Any changes to the Scope of Work must be made in writing and signed by authorized representatives of both parties.

Project Start Date:    Estimated Completion Date:

Payment Terms

Client agrees to pay Offeror the fees and expenses described below in exchange for the services and deliverables specified in this Offer. All fees are payable in U.S. dollars unless otherwise agreed in writing.

Invoices are due within days of receipt unless otherwise stated. Late payments shall accrue interest at on the outstanding balance, plus costs of collection, including reasonable attorney fees.

Client shall reimburse Offeror for pre-approved, reasonable out-of-pocket expenses incurred in connection with the performance of services. All amounts payable hereunder are exclusive of applicable sales, use, value-added or other taxes, which shall be paid by Client where required by law.

Term and Termination

Term: This Offer becomes effective on the Project Start Date and, unless earlier terminated in accordance with this section, shall continue until Project Completion Date specified above.

Termination for Convenience: Either party may terminate this Offer for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. In the event of termination for convenience, Client shall pay Offeror for all services performed and expenses incurred through the effective date of termination and for any non-cancellable commitments made in good faith.

Termination for Cause: Either party may terminate this Offer immediately upon written notice if the other party materially breaches its obligations and such breach remains uncured after a thirty (30) day period following written notice of breach.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party to the other that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: The receiving party shall (a) hold Confidential Information in strict confidence, (b) not use Confidential Information except as necessary to perform under this Offer, and (c) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein. These obligations shall survive termination of this 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.

Representations and Warranties

Each party represents and warrants that it has the authority to enter into this Offer and to perform its obligations hereunder. Offeror warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, OFFEROR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED.

Governing Law; Dispute Resolution

This Offer shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties agree to attempt in good faith to resolve any dispute arising out of or relating to this Offer through negotiation between senior representatives. If the dispute is not resolved within sixty (60) days, either party may pursue any available legal or equitable remedies.

Miscellaneous

Entire Agreement: This Offer, together with any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, oral or written.

Assignment: Neither party may assign its rights or delegate its duties under this Offer without the prior written consent of the other party, except that Offeror may assign this Offer in connection with a merger or sale of substantially all of its assets.

Independent Contractor: Offeror is an independent contractor. Nothing in this Offer shall be construed to create an employment, joint venture, partnership, or agency relationship between the parties.

Attachments and Exhibits

The following documents are attached to and form part of this Offer (check all that apply):

Exhibit A - Detailed Scope of Work
Exhibit B - Pricing and Fee Schedule
Exhibit C - Project Timeline
Mutual Non-Disclosure Agreement

Acceptance

To accept this Offer, Client must sign below and return a fully executed copy to Offeror no later than the Offer Expires date specified above. Acceptance shall create a binding agreement between the parties on the terms set forth in this Offer.

Sign Now