Business Proposal Format

BUSINESS PROPOSAL

Parties and Proposal Details

Proposer Name:    Client Name:

Proposal Number:    Proposal Date:

WHEREAS

WHEREAS, Proposer, a business organized to provide professional services, represents that it has the qualifications, experience, and capability to perform the work described in this Proposal; and

WHEREAS, Client desires to engage Proposer to perform the services and deliverables described below in accordance with the terms, schedule, and payment provisions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

Scope of Work

Proposer shall perform the services and provide the deliverables described in this Scope of Work. Services shall include, at a minimum, the tasks, milestones, acceptance criteria, and responsibilities set forth below.

Deliverables and Milestones

The following deliverables and milestone dates are proposed. Each deliverable will include acceptance testing and written approval by Client prior to invoicing the associated milestone payment.

Due Date:    Acceptance Criteria:

Due Date:    Acceptance Criteria:

Payment Terms

Client agrees to pay Proposer the fees and reimbursements set forth below. All fees are payable in U.S. dollars in accordance with the schedule provided. Proposer shall submit invoices that reference the applicable deliverable or milestone.

Deposit Amount (if any):    Payment Method:

Late Payment: Unpaid amounts shall accrue interest at the rate of % per month (or the maximum lawful rate) calculated monthly on the unpaid balance, and Client shall reimburse Proposer for collection costs and reasonable attorneys' fees incurred to collect overdue amounts.

Term and Termination

This Proposal commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice no less than days prior to the effective termination date. Termination for cause may occur on material breach if such breach remains uncured for a period of thirty (30) days following written notice specifying the breach, or immediately if the breach cannot be cured.

Upon termination, Client shall pay Proposer for all work performed and accepted through the effective date of termination, and Proposer shall deliver all completed deliverables and reasonable work-in-progress documentation.

Confidentiality

"Confidential Information" means non-public, business, technical or financial information disclosed by one party to the other that is designated as confidential or that should reasonably be understood to be confidential. Each party agrees to (i) hold Confidential Information in strict confidence; (ii) use Confidential Information solely to perform obligations under this Proposal; and (iii) not disclose Confidential Information to third parties except to its employees, agents, or contractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein.

Confidentiality obligations do not apply to information that (a) is or becomes publicly known through no breach hereof; (b) was in the receiving party's lawful possession prior to receipt from the disclosing party; (c) is independently developed by the receiving party; or (d) is required to be disclosed by law or valid governmental process, provided the receiving party gives prompt notice and reasonably cooperates in any effort to limit disclosure.

Confidentiality Term: years from the date of disclosure. Proprietary materials and trade secrets shall be protected for as long as such information qualifies as a trade secret under applicable law.

Governing Law

This Proposal shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties hereby submit to the exclusive jurisdiction of the state and federal courts located in that State for any disputes arising out of or relating to this Proposal.

Miscellaneous Provisions

Relationship of Parties: The parties are independent contractors. Nothing in this Proposal creates an employer-employee, joint venture, or agency relationship. Neither party may assign this Proposal without the prior written consent of the other, except that Proposer may assign to a successor in interest in connection with a merger or sale of substantially all of its assets.

Insurance: Proposer shall maintain commercially reasonable insurance coverage appropriate to the services to be provided and shall provide proof of insurance upon Client's reasonable request.

Entire Agreement

This Proposal, together with any attachments or schedules expressly incorporated herein, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment must be in writing and signed by both parties.

Execution: This Proposal may be executed in counterparts, each of which shall be deemed an original, and facsimile or electronic signatures shall be deemed original signatures for all purposes.

Acceptance: By signing below, the parties acknowledge authorization to enter into this Proposal and agree to be bound by its terms.

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