Business PI Proposal

Business PI Proposal

Client Name:   Client Contact:

Client Address:

Consultant/Provider Name:   Contact:

Proposal Date:   Project Title:

Recitals

WHEREAS, Client desires to engage Consultant to perform process improvement analysis and related advisory services intended to increase operational efficiency and reduce costs (the "Project"); and

WHEREAS, Consultant represents that it has the professional qualifications, personnel, and resources necessary to perform the services described herein and is willing to provide such services to Client on the terms set forth in this Proposal and Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

Scope of Work

Payment Terms

Retainer Required: Yes    Retainer Amount:

All invoices are payable within days of invoice date. Payments are to be made to Consultant at the address set forth below or by other method agreed in writing.

Late Payment: Unpaid amounts shall accrue interest at % per month (or the maximum allowed by law, if lower) and Consultant may suspend performance for accounts delinquent by more than days after prior written notice.

Term and Termination

Term Commencement Date:   Term End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for material breach which is not cured within days after receipt of written notice specifying the breach. Termination shall not relieve Client's obligation to pay for work performed and expenses incurred prior to termination.

Confidentiality

Each party acknowledges that during the course of the Project it will receive Confidential Information of the other party. "Confidential Information" means non-public business information, trade secrets, technical data, processes, pricing, customer lists, and other proprietary materials disclosed in any form. Each party shall (i) protect Confidential Information with the same degree of care it uses to protect its own confidential materials but no less than reasonable care; (ii) not disclose Confidential Information to third parties except to those employees, contractors, and advisors 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 to perform its obligations or exercise rights under this Agreement.

Confidential Information does not include information that: (a) is or becomes generally known to the public through no fault of the receiving party; (b) was in the receiving party's possession prior to receipt from the disclosing party without restriction; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

Intellectual Property

Subject to Client's payment in full of all Fees, Consultant grants to Client a non-exclusive, perpetual, worldwide right to use Deliverables produced specifically for Client under this Agreement. Consultant retains ownership of Consultant's pre-existing methodologies, tools, templates, software, and intellectual property used or adapted in connection with the Project. To the extent any Consultant inventions or materials are incorporated in a Deliverable, Consultant hereby grants Client a perpetual, non-exclusive, royalty-free license to use such materials as part of the Deliverable.

Limitation of Liability

Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability under this Agreement shall not exceed the amount of Fees paid by Client to Consultant under this Agreement. Neither party shall be liable for incidental, consequential, special, punitive or indirect damages.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes.

Entire Agreement; Amendment

This Proposal, together with any statement of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior or contemporaneous oral or written agreements. Any modification or amendment must be in writing and signed by authorized representatives of both parties.

Notices

Additional Provisions

Independent Contractor: Consultant is an independent contractor and not an employee, agent, or partner of Client. Consultant is solely responsible for payment of all wages, taxes, insurance and other obligations to its personnel.

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Consultant may assign to a successor in connection with a merger or sale of substantially all of its assets.

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