Business Proposal for Specialty Questions

Business Proposal for Specialty Questions

This Business Proposal and General Business Agreement (the "Agreement") is entered into as of by and between Client Name: and Service Provider Name: .

Recitals

WHEREAS, Client desires specialized question development, evaluation, and advisory services related to Client's proprietary subject matter (the "Specialty Questions"); and

WHEREAS, Provider represents that it possesses the necessary expertise, personnel, and facilities to prepare, review, and deliver Specialty Questions and related materials, and is willing to provide such services to Client under the terms set forth herein; and

WHEREAS, the parties wish to set forth the terms and conditions governing the scope, payment, confidentiality, and governance of their engagement.

Scope of Work

Payment Terms

Total Fee (USD):

Invoices due within days of receipt. Late payment shall incur interest at % per month on the outstanding balance or the maximum allowed by law, whichever is less.

Term and Termination

Term Commencement Date: . Estimated Completion Date: .

Either party may terminate this Agreement for convenience upon days' prior written notice. Termination for material breach is permitted if the breaching party fails to cure such breach within days after written notice specifying the breach.

Upon termination, Client shall pay Provider for all services performed and reasonable expenses incurred through the effective date of termination. Provider shall deliver to Client all completed deliverables and work-in-progress for which Client has paid.

Confidentiality

Each party (the "Receiving Party") shall hold in strict confidence all proprietary and confidential information disclosed by the other party (the "Disclosing Party"), including but not limited to technical data, trade secrets, business plans, client lists, and Specialty Questions (collectively, "Confidential Information"). The Receiving Party shall not disclose Confidential Information to any third party and shall protect it with the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable standard of care.

Confidential Information does not include information that: (a) was lawfully in the Receiving Party's possession prior to disclosure; (b) becomes publicly available through no fault of the Receiving Party; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. Obligations under this clause shall survive termination of this Agreement for years.

Intellectual Property; Use of Materials

Unless otherwise agreed in writing, Provider retains ownership of methodologies, templates, and preexisting materials used in performance of the services. Client shall receive a nonexclusive, nontransferable license to use deliverables solely for Client's internal business purposes upon full payment. Any transfer of intellectual property rights shall be expressly set forth in a written amendment signed by both parties.

Representations and Warranties; Liability

Each party represents that it has the authority to enter into this Agreement. Provider warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, AND AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties agree to attempt to resolve disputes in good faith through negotiation; if unresolved within 30 days, disputes shall be submitted to binding arbitration in accordance with the commercial arbitration rules mutually agreed by the parties.

Entire Agreement

This Agreement, including all exhibits and schedules expressly incorporated herein, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements, understandings, and communications. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Notices

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