Business Proposal Bound Offer

BUSINESS PROPOSAL BOUND OFFER

This Business Proposal Bound Offer ("Offer") is entered into between Client Name: and Provider Name: .

RECITALS

WHEREAS, Provider represents that Provider has the experience, personnel, and resources necessary to perform the services described herein; and

WHEREAS, Client desires to procure the services on the terms and conditions set forth in this Offer and Provider is willing to provide such services upon acceptance of this bound offer; and

WHEREAS, the parties intend that this Offer constitute a binding agreement upon timely acceptance in accordance with the Acceptance provisions below.

SCOPE OF WORK

Provider shall perform the services, deliverables, and milestones described below in a professional and workmanlike manner in accordance with industry standards.

PAYMENT TERMS

Client shall pay Provider for services performed under this Offer in accordance with the terms set forth below. All amounts are payable in lawful currency of the jurisdiction specified in the Governing Law section unless otherwise agreed in writing.

If any undisputed amount due under this Offer is not received by Provider within days after the payment due date, Client will pay interest at the rate of % per month on the outstanding balance or the maximum rate permitted by law, whichever is lower.

TERM AND TERMINATION

This Offer commences on the Start Date and continues until the End Date unless earlier terminated as provided below.

Start Date:     End Date:

Either party may terminate this Offer for convenience by providing written notice no fewer than days prior to the intended termination date. Termination for material breach is effective immediately upon written notice if the breaching party fails to cure within 15 days of receipt of notice of breach.

CONFIDENTIALITY

Each party (the "Receiving Party") acknowledges that it may receive Confidential Information from the other party (the "Disclosing Party"). "Confidential Information" means non-public business, technical, financial or other information designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

The Receiving Party shall: (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not use Confidential Information for any purpose other than performance under this Offer; and (c) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those in this Offer.

Notwithstanding the foregoing, Confidential Information does not include information that is or becomes publicly known through no fault of the Receiving Party, is rightfully received from a third party without restriction, or is independently developed without use of the Disclosing Party’s Confidential Information.

ACCEPTANCE AS BOUND OFFER

This Offer is a bound offer and shall become a binding contract upon Client's acceptance in writing or by signature below provided such acceptance occurs on or before the Acceptance Deadline below. Unless accepted within the Acceptance Deadline, this Offer expires automatically without further action.

Acceptance Deadline:

GOVERNING LAW AND DISPUTE RESOLUTION

This Offer shall be governed by and construed in accordance with the laws of , without regard to its conflicts of law principles. The parties agree to first seek resolution of disputes through good faith negotiation. If unresolved, disputes shall be resolved by binding arbitration administered in the county of the governing law venue unless the parties mutually agree otherwise.

ENTIRE AGREEMENT

This Offer, including all attachments and incorporated documents, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior and contemporaneous negotiations, proposals, representations, and agreements, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

If any provision of this Offer is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Offer without the prior written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all assets, provided the assignee assumes the assigning party’s obligations.

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