Business Proposal for Progressive Change

Business Proposal for Progressive Change

Parties

Client Name:

Service Provider Name:

Recitals

WHEREAS, the Client seeks to implement progressive operational, social, or environmental changes within its business operations and desires to retain the Provider to develop and manage a prioritized program of change initiatives; and

WHEREAS, the Provider represents that it has the expertise, personnel, and resources necessary to plan, advise on, and execute the services described in this Proposal in a professional manner consistent with industry standards; and

WHEREAS, the parties wish to set forth the terms and conditions under which the Provider will perform services and the Client will compensate the Provider.

Scope of Work

The Provider shall perform services as described below. The parties agree that the following description constitutes the scope of deliverables, milestones, and acceptance criteria.

Payment Terms

Total Fee:

Deposit Amount (if any):

Payment Due Within (number of days after invoice):

Late Payment Fee:

Remedies for non-payment include suspension of services following ten (10) days' written notice and accrual of the stated late fee. The Client remains responsible for all collection costs, including reasonable attorneys' fees, incurred by the Provider to collect past-due amounts.

Term and Termination

This Proposal and any resulting Agreement shall commence on: and shall remain in effect until: unless earlier terminated in accordance with this section.

Either party may terminate this Proposal for convenience upon days' prior written notice. Either party may terminate immediately for material breach if such breach remains uncured for a period of thirty (30) days after receipt of written notice specifying the breach.

Upon termination, the Provider shall deliver all work in progress and the Client shall pay for all services performed and reasonable expenses incurred through the effective date of termination.

Confidentiality

Each party shall hold in confidence all non-public, proprietary, or business information disclosed by the other party in connection with this Proposal (“Confidential Information”), and shall not use or disclose such Confidential Information except to perform obligations hereunder or as required by law. Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of the receiving party; (b) was rightfully in the receiving party's possession prior to disclosure; or (c) is independently developed without use of the other party's Confidential Information.

Upon termination or at the disclosing party's request, the receiving party will promptly return or destroy Confidential Information and certify in writing that such return or destruction has been completed, except that the receiving party may retain one archival copy solely for compliance and recordkeeping purposes.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, the Provider grants the Client a non-exclusive, perpetual, worldwide license to use deliverables delivered and paid for under this Proposal for the Client's internal business purposes. Provider retains ownership of Provider's pre-existing methodologies, tools, templates, and know-how. Any transfer of ownership of custom-developed intellectual property must be memorialized in a separate written agreement and may be subject to additional fees.

Warranties and Liability

The Provider warrants that services will be performed in a professional and workmanlike manner in accordance with prevailing industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS PROPOSAL, THE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS PROPOSAL SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY THE CLIENT TO THE PROVIDER UNDER THIS PROPOSAL DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Governing Law

This Proposal shall be governed by and construed in accordance with the laws of the State of without regard to choice-of-law principles. Each party consents to the exclusive jurisdiction and venue of the state and federal courts located within that state for disputes arising under this Proposal.

Entire Agreement; Amendments

This Proposal, together with any attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and understandings. No amendment, modification, or waiver of any provision shall be effective unless in writing signed by authorized representatives of both parties.

Acceptance

By signing below, the undersigned representatives of the parties acknowledge that they are authorized to bind their respective organizations and accept the terms of this Proposal. The effective date of this Proposal is the date of the last signature below.

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