Business Proposal Ballpark Document

Business Proposal Ballpark Document

Parties

Proposer Name:

Client Name:

Recitals

WHEREAS, Proposer is engaged in the business of providing consulting, advisory, design, development and related services and has provided the Client with preliminary information, assumptions and a ballpark estimate for potential services; and

WHEREAS, Client wishes to receive a non-binding ballpark proposal to evaluate budgetary expectations for the potential engagement, understanding that final scope, deliverables and fees are subject to further agreement; and

WHEREAS, the parties intend that this Business Proposal Ballpark Document set forth preliminary terms, conditions and an estimated budget for discussion and planning purposes only, effective as of:

Scope of Work (Preliminary)

The following description is a preliminary summary of the services contemplated. Final scope and deliverables will be negotiated and documented in a definitive agreement.

Ballpark Estimate and Payment Terms

The parties acknowledge that the following figures are illustrative estimates only and are non-binding unless and until incorporated into a signed definitive agreement.

Deposit required (if any): . Payment terms: invoices payable within days of invoice date. Late payment interest at % per month or the maximum permitted by law, whichever is lower.

Term and Termination

Term Commencement Date: . Anticipated Term End Date: .

Either party may terminate any subsequent definitive agreement for material breach if the breach is not cured within days after written notice. Either party may terminate for convenience upon providing days' prior written notice, subject to obligations to pay for work performed through the effective date of termination.

Confidentiality

Each party shall keep confidential all non-public information disclosed by the other party 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: (a) is or becomes publicly available through no breach of this document; (b) was lawfully known to the receiving party prior to disclosure; (c) is received from a third party without breach of an obligation of confidentiality; or (d) is independently developed by the receiving party.

The obligations in this section shall survive termination of any subsequent definitive agreement for a period of years, except with respect to trade secrets where longer protection under applicable law shall apply.

Ballpark Estimate — Non-Binding Notice

The parties expressly acknowledge that the estimates, schedules and any pricing set forth in this document are preliminary ballpark figures provided for planning and budgetary purposes only. Such estimates are non-binding and subject to change based on final scope, deliverables, assumptions, resource availability, third-party costs, taxes and other variables. A definitive, binding statement of work and fee schedule will be required and signed by both parties prior to commencement of any chargeable work beyond preliminary advisory activities.

Client acknowledges receipt of this ballpark estimate and understands that it is non-binding and subject to a subsequent definitive agreement.

Governing Law; Entire Agreement

This Business Proposal Ballpark Document shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. Any dispute arising under or relating to this document shall be resolved under such law.

This document constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior proposals, understandings and communications, whether written or oral, concerning the preliminary estimate described herein. Only a signed, written definitive agreement shall create binding obligations with respect to the provision of services and payment of fees.

Additional Provisions

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