Business Proposal Draft Comments

Business Proposal Draft Comments and Agreement

This Business Proposal Draft Comments and Agreement (the Agreement) is entered into between the parties identified below for the purpose of recording factual recitals, reviewer comments to the draft proposal, and a preliminary mutual understanding regarding scope, payment, and next steps prior to final execution of a definitive agreement.

Parties and Proposal Identification

Client Name:

Proposer Name:

Proposal Title:    Proposal Number:

Date of Draft Proposal:

WHEREAS Recitals

WHEREAS, Proposer prepared and delivered to Client a draft proposal identified above proposing certain services, deliverables and payment terms; and

WHEREAS, Client has completed a preliminary review of the draft proposal and desires to document comments, required revisions, and any provisional acceptance conditions prior to final negotiation and execution of a binding agreement; and

WHEREAS, the parties intend that this Agreement record reviewer comments and establish interim terms for scheduling, confidentiality and payment so that the parties may proceed in good faith to finalize a definitive agreement.

Scope of Work (Proposal Summary)

Payment Terms (Preliminary)

Proposed Total Amount: $

Late Payment Fee:    Payment Terms (e.g., Net 30):

Term and Termination

Term Start Date:    Term End Date (if applicable):

Either party may terminate this Agreement for convenience upon written notice to the other party not less than days prior to the effective termination date. Termination for material breach may be immediate if the breaching party fails to cure within a reasonable cure period as set forth in the definitive agreement.

Confidentiality

Each party acknowledges that, in connection with the review of the draft proposal, the parties may disclose Confidential Information. "Confidential Information" means non-public information identified as confidential or that reasonably should be understood to be confidential given its nature and the manner of disclosure. Confidential Information excludes information that (a) is or becomes public other than through a breach of this Agreement; (b) was lawfully in the receiving party's possession prior to disclosure; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law or regulation, provided prompt written notice is given to the disclosing party.

The receiving party will: (i) use Confidential Information solely to evaluate and comment on the draft proposal and for no other purpose; (ii) restrict disclosure to employees, agents or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (iii) return or destroy Confidential Information upon written request. The obligations set forth in this section will survive termination of this Agreement for a period of years.

Comments, Requested Revisions and Disposition

Proposed Disposition (check all that apply):

Accept draft as final
Minor revisions required (non-substantive edits)
Major revisions required (scope, price, or schedule changes)
Reject proposal

Responsibility, Timelines and Next Steps

Responsible Party for Revisions:

Expected Completion Date for Revisions:

Governing Law; Entire Agreement

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles.

Entire Agreement: This document constitutes the entire understanding between the parties with respect to the subject matter herein and supersedes all prior discussions and drafts to the extent they conflict. The parties acknowledge that this Agreement records comments and interim terms only and that a binding agreement governing services and payment will be set forth in a definitive written agreement executed by both parties. Any modifications to this Agreement must be in writing and signed by authorized representatives of both parties.

Acknowledgment

By signing below, the undersigned each represent and warrant that they are authorized to bind the party for whom they sign, that they have read and understand the provisions of this Agreement, and that the comments and provisional terms set forth herein accurately reflect the parties' current positions with respect to the draft proposal.

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