Business Onboarding Proposal

BUSINESS ONBOARDING PROPOSAL

Client Name:   Service Provider:   Effective Date:

RECITALS

WHEREAS, Client Name desires to engage the Service Provider to perform business onboarding and related consulting services to integrate new vendors, platforms, and internal processes in accordance with the terms set forth in this Proposal; and

WHEREAS, Service Provider has represented that it possesses the necessary qualifications, personnel and expertise to perform the services described herein and is willing to perform such services under the terms and conditions of this Proposal; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Proposal, the parties agree as follows.

SCOPE OF WORK

Service Provider shall perform the onboarding tasks described below. Deliverables, milestones, and acceptance criteria shall be as follows.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the services and deliverables provided under this Proposal. All fees are exclusive of applicable taxes, which are the responsibility of the paying party unless exempt by law.

  Deposit: due upon execution.
  Milestone payments as detailed:
  Recurring/Retainer: per

Any amount not paid within days of invoice due date shall incur a late fee of per month on the outstanding balance, and Service Provider may suspend performance until past due amounts are paid.

TERM AND TERMINATION

This Proposal commences on the Start Date and continues until the End Date or completion of the services unless earlier terminated as provided herein.

Start Date:    End Date:

Either party may terminate for material breach if the breaching party fails to cure within the notice period specified above. Termination by Client for convenience prior to completion shall obligate Client to pay for all services performed and non-cancelable commitments incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by either party in connection with this Proposal, whether disclosed orally, visually or in writing, including business processes, client lists, pricing, technical data, methods, and trade secrets.

Receiving party shall (a) use Confidential Information solely to perform its obligations under this Proposal; (b) restrict disclosure to employees, contractors or agents with a need to know who are bound by confidentiality obligations at least as protective as these; and (c) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that: (i) is or becomes publicly available other than by breach of this Proposal; (ii) was rightfully known to the receiving party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of Confidential Information. If disclosure is compelled by law, receiving party will provide prompt notice and cooperate with disclosing party to seek protective relief.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider assigns to Client all right, title and interest in and to deliverables produced specifically for Client under this Proposal upon full payment of fees. Service Provider retains ownership of pre-existing tools, methodologies, templates and materials and grants Client a non-exclusive, non-transferable license to use such pre-existing materials solely as incorporated in final deliverables.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, or breach of confidentiality, neither party shall be liable to the other for indirect, incidental, special or consequential damages. The total aggregate liability of either party for any claim arising under this Proposal shall not exceed the total fees paid to Service Provider under this Proposal in the twelve (12) months preceding the claim.

GOVERNING LAW

This Proposal shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of law principles. Venue for any dispute arising from this Proposal shall be the state or federal courts located in the chosen jurisdiction.

ENTIRE AGREEMENT

This Proposal, together with any exhibits and accepted statements of work incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations, representations or agreements, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

CONTACT INFORMATION

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