Business PDF Proposal

BUSINESS PDF PROPOSAL

Proposal Title:     Proposal Date:

Parties

Recitals

WHEREAS, Client desires to engage Service Provider to perform the services described in this Proposal and Service Provider has represented that it possesses the necessary expertise, personnel and resources to perform such services in a professional manner; and

WHEREAS, the parties intend that this Proposal, upon mutual signature, shall serve as a binding agreement setting forth the scope of work, payment terms, and other material terms governing the services to be provided;

WHEREAS, the parties wish to establish the timeframe and conditions under which the services will be rendered and accepted.

Scope of Work

The Service Provider shall perform the following services and deliverables in accordance with the terms of this Proposal. The requirements, standards and acceptance criteria for each deliverable are set forth below and may be amended only by written change order signed by both parties.

Payment Terms

Total Fee:     Deposit (if any):

Late Payment Fee: Interest shall accrue on any overdue amount at the rate of or the maximum rate permitted by applicable law, whichever is lower. Client is responsible for all reasonable costs of collection, including attorneys' fees.

Term and Termination

Term Commencement Date:     Term Expiration Date:

Either party may terminate this Proposal for convenience upon days' prior written notice. Either party may terminate immediately for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

Confidentiality

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" means non-public information that is marked confidential or, by its nature, should be reasonably understood to be confidential. Each party agrees to (a) hold Confidential Information in strict confidence, (b) not disclose it to any third party except to those employees, contractors or advisors with a need to know and who are bound by confidentiality obligations at least as protective as those in this section, and (c) use Confidential Information only to perform its obligations under this Proposal. The foregoing shall not apply to information that (i) is or becomes publicly known through no breach of this Proposal, (ii) is independently developed by the receiving party without use of the disclosing party's Confidential Information, or (iii) is required to be disclosed by law, provided the receiving party gives prompt notice and cooperates with reasonable efforts to avoid or limit such disclosure.

Intellectual Property

Unless otherwise agreed in writing, Service Provider grants Client a non-exclusive, non-transferable license to use deliverables for Client's internal business purposes upon full payment of all fees. Service Provider retains ownership of its pre-existing materials, tools, methodologies and know-how. To the extent that new intellectual property is created specifically for Client and paid in full, the parties shall effect a written assignment of such deliverables to Client, subject to any underlying third-party licenses.

Limitation of Liability & Indemnification

Except for breaches of confidentiality, willful misconduct, or gross negligence, neither party shall be liable for consequential, incidental, special or punitive damages. Each party agrees to indemnify and hold harmless the other from third-party claims arising out of its breach of this Proposal or its negligent or willful acts in connection with performance hereunder, subject to the indemnified party's compliance with any notice and mitigation obligations.

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. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes not resolved by negotiation or mediation.

Entire Agreement

This Proposal, together with any exhibits or written change orders signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and understandings, whether written or oral. No amendment shall be effective unless in writing and signed by both parties.

Acceptance

By signing below, the parties represent and warrant that each has the authority to enter into this Proposal and agrees to be bound by its terms. The effective date of this Proposal is the date of the last signature below.

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