Business Proposal for ATReduce

Business Proposal for ATReduce

Proposal Date:    Proposal No.:

Parties

Recitals

WHEREAS, Service Provider is engaged in the business of providing technology consulting, software integration, and process-improvement services; and

WHEREAS, Client seeks to engage Service Provider to perform certain services described herein in order to reduce operational costs, improve data workflows, and implement ATReduce recommendations; and

NOW, THEREFORE, in consideration of the mutual covenants contained in this Proposal and Agreement, the parties agree as follows.

Scope of Work

Service Provider shall perform the services described below. Services will be rendered in accordance with the project plan and timeline attached as an exhibit to this Proposal. Service Provider will provide personnel, equipment, and materials necessary to deliver the services unless otherwise agreed in writing.

Payment Terms

Client shall pay Service Provider the fees described below in exchange for the services. Fees are exclusive of applicable taxes unless indicated otherwise.

Invoices are due within days of invoice receipt. Late payments shall incur interest at a rate of per month on the outstanding balance, and Client shall reimburse Service Provider for collection costs and reasonable attorneys' fees incurred to collect past-due amounts.

Term and Termination

This Agreement commences on the Start Date of and shall continue until the End Date of , unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach that remains uncured after ten (10) days' written notice specifying the breach. Upon termination, Client shall pay Service Provider for services performed and reimbursable expenses incurred through the effective date of termination.

Confidentiality

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is identified as confidential or that a reasonable person would understand to be confidential under the circumstances. Each party agrees to: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except as expressly permitted herein; and (c) use Confidential Information solely to perform its obligations under this Agreement.

The obligations in this clause shall survive termination of this Agreement for a period of years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Intellectual Property

Unless otherwise agreed in writing, Service Provider retains ownership of preexisting intellectual property and methodologies. Client shall receive a perpetual, non-exclusive, non-transferable license to use deliverables specifically created for Client under this Agreement, conditioned on full payment of fees. Any third-party software or open-source components incorporated into deliverables shall remain subject to their respective licenses.

Warranties and Remedies

Service Provider warrants that services will be performed with reasonable skill and care in a professional manner. EXCEPT AS EXPRESSLY PROVIDED HEREIN, SERVICE PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Client's exclusive remedy for breach of the foregoing warranty shall be re-performance of the deficient services or, if Service Provider cannot and does not re-perform in a commercially reasonable time, a refund of the fees paid for the deficient services.

Limitation of Liability

To the fullest extent permitted by law, neither party shall be liable to the other for consequential, incidental, special, punitive, or exemplary damages arising out of or related to this Agreement. Each party's aggregate liability for any claim arising out of this Agreement shall not exceed the amounts paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. Any dispute arising under this Agreement shall be resolved in the state or federal courts located within that state.

Entire Agreement

This Proposal and any attachments or exhibits constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, proposals, representations, and understandings, whether written or oral. Any modifications to this Agreement must be in writing and signed by authorized representatives of both parties.

Representations and Authority

Each party represents and warrants that it has the full right, power, and authority to enter into and perform this Agreement and that the person executing this Agreement on its behalf is duly authorized to do so.

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