Business Offer Template

BUSINESS OFFER TEMPLATE

Offeror Name:    Offeror Address:

Offeree Name:    Offeree Address:

WHEREAS

WHEREAS, Offeror is engaged in the business of providing goods and/or services as set forth in this Business Offer and has represented that it has the experience, personnel and resources required to perform the proposed work; and

WHEREAS, Offeree desires to evaluate and potentially accept Offeror's proposal under the terms and conditions contained herein and to authorize Offeror to commence preparatory work upon acceptance; and

WHEREAS, the parties intend that this Business Offer, upon acceptance by Offeree, shall constitute a binding agreement governing the provision of the described goods and/or services.

OFFER EFFECTIVE DATE

This Offer is effective as of:    Offer Expiration (if not accepted by):

SCOPE OF WORK

The Offeror shall perform the following services or deliver the following goods pursuant to this Offer:

PAYMENT TERMS

Total Amount Payable:

Deposit Amount (if any):    Payment Due Within: days of invoice

Late Payment Charge: . Such charge accrues from the date payment is due until paid in full.

TERM AND TERMINATION

Contract Commencement Date:    Contract End Date (if applicable):

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach that remains uncured for days after written notice specifying the breach.

CONFIDENTIALITY

The parties agree that all non-public information, materials, proposals, pricing, trade secrets and other proprietary information disclosed in connection with this Offer shall be deemed Confidential Information. Each party shall (i) hold Confidential Information in strict confidence; (ii) not disclose Confidential Information to any third party except to those of its officers, employees and contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (iii) use Confidential Information solely for the performance or evaluation of this Offer.

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) is rightfully received from a third party without obligation of confidentiality; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law, provided the disclosing party is given prompt notice and an opportunity to seek protective relief.

GOVERNING LAW

This Offer and any resulting Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of law principles. Venue for any action relating to this Offer shall be in the courts located in .

ENTIRE AGREEMENT

This Offer, together with any documents expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior proposals, negotiations, communications and agreements, whether written or oral. Any amendment or modification to this Offer must be in writing and signed by authorized representatives of both parties.

REMEDIES; LIMITATION OF LIABILITY

The parties acknowledge that monetary damages may be insufficient to remedy certain breaches and that equitable relief, including injunctive relief and specific performance, may be proper. Except for liability arising from willful misconduct or gross negligence, the aggregate liability of either party for any claim arising out of this Offer shall not exceed the total amounts paid or payable under the applicable statement of work.

ACCEPTANCE

To accept this Offer, Offeree must execute below and return a signed copy to Offeror by the Offer Expiration date specified above. Acceptance by Offeree creates a binding agreement on the terms set forth herein and authorizes Offeror to commence performance as scheduled.

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