Business Product Proposal

BUSINESS PRODUCT PROPOSAL

Parties and Effective Date

Proposer Name:

Proposer Address:

Client Name:

Client Address:

Effective Date:

Recitals (Whereas)

WHEREAS, Proposer develops, manufactures and offers the product and related services described in this Proposal; and

WHEREAS, Client desires to purchase the product and procure the services on the terms and conditions set forth in this Proposal; and

WHEREAS, the parties intend for this Proposal, upon Client's acceptance and signature, to serve as the binding agreement governing the supply, delivery, and initial support of the product.

Product Summary and Specifications

Product Title:

Scope of Work

The Proposer shall supply the product, perform installation and initial configuration as described below, and provide any training and documentation expressly set out in this Proposal. Deliverables, milestones and acceptance criteria are as follows.

Itemized Pricing

Provide line items below. Line totals will be calculated by the parties.

Payment Terms

Unless otherwise stated below, Client shall pay Proposer the Total Proposal Price in accordance with the schedule set forth in this section. All amounts are payable in lawful currency and are exclusive of taxes unless otherwise stated.

Late Payment Fee: . Client shall be responsible for all collection costs and reasonable attorneys' fees incurred by Proposer in collecting late payments.

Term and Termination

Start Date:

End Date / Completion Date (if applicable):

Termination for Convenience: Either party may terminate this Proposal by providing written notice at least days prior to the intended termination date. Termination shall not relieve Client of payment obligations for work performed or product delivered prior to termination.

Acceptance and Testing

Acceptance Criteria: Deliverables shall be deemed accepted when they satisfy the acceptance tests set forth in the Scope of Work, or if Client does not provide written rejection describing deficiencies within days after delivery.

Confidentiality

Each party shall keep confidential all non-public information disclosed in connection with this Proposal and shall not use or disclose such information except as required to perform obligations under this Proposal. Confidential information shall not include information that (i) is or becomes generally available to the public other than as a result of a breach of this obligation, (ii) is already known to the receiving party without restriction at the time of disclosure, or (iii) is rightfully received from a third party without restriction. The confidentiality obligations in this section shall survive for years after termination or expiration of this Proposal.

Intellectual Property and License

Unless otherwise agreed in writing, Proposer retains all intellectual property rights in the product and any improvements, modifications, or derivative works. Proposer grants Client a non-exclusive, non-transferable license to use the product for its internal business purposes as expressly set out in this Proposal.

Warranties; Limitation of Liability

Proposer warrants that at the time of delivery the product will materially conform to the specifications set forth in this Proposal for a period of days. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE PRODUCT IS PROVIDED "AS IS" AND PROPOSER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES, AND THE AGGREGATE LIABILITY OF PROPOSER SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT UNDER THIS PROPOSAL.

Taxes and Expenses

Client shall be responsible for all taxes, duties and other governmental charges (other than taxes on Proposer's net income) associated with the transactions contemplated by this Proposal. Expenses incurred by Proposer in performance that are not included in the Total Proposal Price shall require Client's prior written approval.

Change Orders

Any change to the Scope of Work, price, schedule, or other material term must be documented in a written change order signed by authorized representatives of both parties. Change orders may affect the price and delivery schedule.

Governing Law and Dispute Resolution

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 shall attempt in good faith to resolve disputes through negotiation prior to initiating litigation.

Entire Agreement

This Proposal, including the Scope of Work and any executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No modification of this Proposal is effective unless made in writing and signed by authorized representatives of both parties.

Acceptance

To accept this Proposal, Client must sign below where indicated. Acceptance of this Proposal by Client constitutes Client's agreement to be bound by the terms set forth herein.

Proposal Valid Until:

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