Business Offers Template

BUSINESS OFFERS TEMPLATE

Parties and Effective Date

Date of Offer:

Offeror Name:    Offeror Address:

Offeree Name:    Offeree Address:

Recitals

WHEREAS, Offeror has prepared and presented the written or electronic offer described herein proposing the provision of goods, services, or deliverables set forth in this document (the "Offer"); and

WHEREAS, Offeree desires to accept the Offer in accordance with the terms and conditions contained in this Business Offers Template and any schedules or attachments incorporated by reference; and

WHEREAS, the parties intend for this Offer, upon execution by both parties or other express acceptance method specified herein, to constitute a binding agreement governing the performance and payment obligations between the parties.

Scope of Work

Description of Work, Deliverables, and Performance Standards:

Offer Items and Pricing

Item 1

Item 2

Payment Terms

Payment Schedule and Conditions:

All payments are due in United States dollars unless otherwise agreed in writing. Unless expressly stated, amounts owed under this Offer are exclusive of taxes; the party required by applicable law to collect or remit taxes will do so and will invoice such taxes separately.

Term and Termination

Effective Start Date:    Term End Date:

Confidentiality

Each party acknowledges that, in connection with the Offer and any resulting agreement, it may receive confidential or proprietary information of the other party. Confidential Information means information that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information excludes information that (i) is or becomes generally available to the public through no fault of the recipient, (ii) was rightfully known to the recipient prior to disclosure, or (iii) is disclosed by a third party having no confidentiality obligation.

Obligations: Each recipient will (a) use Confidential Information only to perform obligations or exercise rights under the Offer, (b) restrict disclosure to its employees, agents, or contractors with a need to know and subject to written confidentiality obligations at least as protective as those herein, and (c) take reasonable measures to protect the confidentiality of such information.

Representations, Warranties, and Liability

Each party represents that it has full power and authority to enter into this Offer and to perform its obligations. EXCEPT AS EXPRESSLY PROVIDED IN THIS OFFER, NEITHER PARTY MAKES ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS OFFER EXCEED THE TOTAL AMOUNT PAID OR PAYABLE UNDER THIS OFFER DURING THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Governing Law and Dispute Resolution

This Offer will be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws principles. The parties agree to attempt to resolve any dispute arising out of or relating to this Offer through good faith negotiation for a period of at least before initiating litigation. Nothing in this section prevents either party from seeking injunctive relief in a court of competent jurisdiction.

Entire Agreement; Amendments

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

Miscellaneous Provisions

Assignment: Neither party may assign its rights or delegate its obligations under this Offer without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, consolidation, or sale of substantially all assets provided the assignee assumes the assigning party's obligations.

Severability: If any provision of this Offer is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

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