Business Proposal Carpino

Business Proposal Carpino

This Business Proposal (the "Proposal") is made as of Proposal Date: by and between Client Name: and Service Provider Name: .

Recitals

WHEREAS, Client engages Service Provider to perform professional services described in this Proposal and Service Provider agrees to perform such services under the terms set forth herein; and

WHEREAS, the parties intend for this Proposal to serve as a binding agreement governing the scope, deliverables, payment, confidentiality, and other material terms of the relationship between the parties.

WHEREAS, the parties desire to document the specific services, fees, schedule and contract terms for the project identified as Project Title:

Scope of Work

Service Provider shall perform the services and deliver the deliverables described below. The scope includes, without limitation, the tasks, milestones and acceptance criteria set forth herein. Any material change to scope shall be subject to a written change order signed by both parties.

Deliverables and Acceptance

Service Provider will deliver the items described in the scope by the delivery dates set forth below. Client shall have a period of Acceptance Period Days: calendar days following delivery to review and either accept or provide written rejection with specific deficiencies. Failure to timely reject constitutes acceptance.

Payment Terms

Total Fee: . The Total Fee is payable in accordance with the Payment Schedule below.

Deposit Amount (if applicable): . Final payment due within Payment Due Days: days of invoice.

Late Payment Fee: Unpaid amounts shall accrue interest at Late Fee Rate: percent per month, or the maximum permitted by law, calculated monthly from the invoice date until paid in full. Client shall also reimburse Service Provider for collection costs and reasonable attorneys' fees incurred to collect overdue amounts.

Term and Termination

Commencement Date: . Estimated Completion Date: .

Either party may terminate this Proposal for convenience upon written Notice Period Days: days' prior written notice. Either party may terminate immediately for material breach if the breach is not cured within Cure Period Days: days following written notice of such breach. Termination shall not relieve Client of the obligation to pay for services performed and costs incurred prior to termination.

Confidentiality

The parties agree that all non-public information disclosed in connection with this Proposal that is identified as confidential or that a reasonable person would understand to be confidential ("Confidential Information") shall be kept confidential. Each recipient shall (i) use Confidential Information solely for performance under this Proposal; (ii) restrict disclosure to its employees, consultants or agents who have a need to know and are bound by confidentiality obligations at least as protective as those herein; and (iii) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that: (a) is or becomes publicly known through no breach; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of the other party's Confidential Information; or (d) is required to be disclosed by law, provided the disclosing party gives prompt written notice and cooperates with any protective order or other remedy.

The obligations of confidentiality shall survive termination or expiration of this Proposal for a period of Confidentiality Duration Years: years.

Intellectual Property

Unless otherwise agreed in writing, Service Provider retains ownership of pre-existing intellectual property and tools used in connection with the services. Upon full payment of fees due for deliverables, Service Provider grants Client a non-exclusive, perpetual license to use delivered work products for Client's internal business purposes. Any third-party software or materials remain subject to their respective licenses.

Limitation of Liability and Indemnity

Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability under this Proposal shall be limited to the total fees paid by Client to Service Provider under this Proposal. Client shall indemnify and hold Service Provider harmless from third-party claims arising from Client-provided content, misuse of deliverables, or Client's breach of this Proposal.

Governing Law

This Proposal 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 any dispute arising hereunder.

Entire Agreement; Amendments

This Proposal, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior proposals, negotiations, and agreements, whether written or oral. Any modification or amendment must be in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Proposal is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Proposal without the prior written consent of the other, except to a successor in interest in connection with a merger or sale of substantially all assets.

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