Business Proposal Cover Sheet

BUSINESS PROPOSAL COVER SHEET

Parties

Client Name:

Recitals

WHEREAS, Proposer is engaged in the business of providing professional services and solutions relevant to the scope described herein; and

WHEREAS, Client desires to retain Proposer to perform the services set forth in this Proposal identified as Proposal No. dated ; and

WHEREAS, the parties wish to set forth certain fundamental terms on this cover sheet and incorporate by reference the accompanying proposal documents and any mutually executed work orders.

Proposal Summary

Scope of Work

The Proposer shall perform the services described below in a professional and workmanlike manner in accordance with industry standards. The Scope of Work shall include, at minimum, the tasks, milestones, and deliverables listed here. Any modification to the Scope of Work must be documented in a written change order signed by both parties.

Deliverables & Timeline

Project Start Date:    Project End Date:

Payment Terms

Client agrees to pay Proposer the total fee of $ for the services described herein. Unless otherwise stated in a signed work order, invoices will be issued as set forth in the payment schedule below.

Standard payment terms: Payment is due within days of invoice receipt unless otherwise agreed in writing. Late payments shall incur interest at or the maximum rate permitted by applicable law, whichever is less. Client shall also be responsible for collection costs and reasonable attorneys' fees for overdue amounts.

Term and Termination

This Proposal and any incorporated statement of work commences on and, unless earlier terminated in accordance with this section, will continue until .

Either party may terminate for convenience upon written notice to the other party delivered not less than days prior to the effective termination date. Termination for material breach (including failure to pay undisputed amounts) may be immediate if the breaching party fails to cure within ten (10) days after receipt of written notice. Upon termination, Client shall pay Proposer for all services performed and expenses incurred through the effective date of termination.

Confidentiality

The parties acknowledge that during the course of discussions and performance each may disclose information that is proprietary or confidential. Each party agrees to hold in confidence and not to use or disclose such Confidential Information except as necessary to perform under this Proposal or as required by law. Confidential Information does not include information that is or becomes generally available to the public other than by a breach of this obligation.

The parties agree that confidentiality obligations will remain in effect for years following the termination or expiration of this Proposal.

Check to indicate that attached proposal documents contain Confidential Information.

Governing Law

This Cover Sheet and any incorporated documents shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. Each party consents to the exclusive jurisdiction of courts located in that state for disputes arising out of this Proposal.

Entire Agreement

This Cover Sheet, together with any exhibits, attachments, statements of work and mutually 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 written or oral. Any modification must be in writing and signed by an authorized representative of each party.

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