Business Proposal Package

BUSINESS PROPOSAL PACKAGE

Parties and Proposal Reference

Client Name:   Client Address:

Service Provider Name:   Provider Address:

Proposal Reference No.:   Proposal Date:

Recitals

WHEREAS, Client Name: desires to engage Service Provider to perform the services described herein; and

WHEREAS, Service Provider Name: represents that it has the capability and expertise to perform such services on the terms set forth in this Proposal Package; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

Scope of Work

The Service Provider will perform the services and deliver the deliverables described below. The parties acknowledge that descriptions below are contractual and intended to define obligations, milestones, and acceptance criteria.

Payment Terms

Total Fee:   Currency:

Late Payment Fee:   Payment Due Within:

All fees are exclusive of applicable taxes and reasonable out-of-pocket expenses unless otherwise stated. The Client shall reimburse pre-approved expenses within thirty (30) days of receipt of invoice and supporting documentation.

Term and Termination

Term Commencement Date:    Term End Date:

Either party may terminate this Agreement for convenience upon written notice of days to the other party. Either party may terminate immediately for cause if the other party materially breaches any provision and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Service Provider shall deliver all completed work and invoice for all services performed and pre-approved expenses incurred through the effective date of termination. Client obligations to pay accrued amounts shall survive 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 clearly designated as confidential or that reasonably should be understood to be confidential given the nature of the information.

The receiving party shall (a) use Confidential Information solely for performance under this Agreement, (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than a reasonable standard of care, and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a legitimate need to know and are bound by confidentiality obligations at least as restrictive as provided herein. Confidential Information shall not include information that is or becomes public without breach, was already rightfully in the receiving party's possession, or is independently developed.

The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, except for trade secrets which 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 its pre-existing intellectual property and any tools, methodologies, or know-how used in providing the services. Client shall receive a non-exclusive, non-transferable license to use deliverables for Client's internal business purposes upon full payment of fees. The parties agree to execute further documents reasonably necessary to effectuate transfer or licensing of intellectual property rights as contemplated by this Agreement.

Liability and Indemnification

Each party shall indemnify and hold harmless the other from third-party claims arising from the indemnifying party's gross negligence or willful misconduct in performing its obligations under this Agreement. Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party's aggregate liability to the other shall exceed the total amounts paid or payable under this Agreement in the twelve (12) months preceding the claim.

Insurance

Service Provider shall maintain commercial general liability and professional liability insurance in amounts customary for the industry and shall provide certificates upon request. Maintaining such insurance shall not limit Service Provider's obligations under this Agreement.

Change Orders

Any material change to the Scope of Work, fees, schedule, or deliverables must be made by written change order signed by authorized representatives of both parties. Change orders shall specify the impact on fees, schedule, and acceptance criteria.

Governing Law and Dispute Resolution

This Agreement 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 shall attempt in good faith to resolve disputes by negotiation prior to initiating formal proceedings. If unresolved, disputes shall be resolved in the state or federal courts located in the county of the governing state.

Entire Agreement and Amendment

This Proposal Package, together with any executed change orders and appendices, constitutes the entire agreement between the parties and supersedes all prior negotiations, proposals, and agreements, whether written or oral, relating to the subject matter hereof. Any amendment must be in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

Notices: All notices must be in writing and delivered to the addresses set forth above or to such other address as either party designates by written notice to the other.

Acknowledgment

By signing below, the parties acknowledge that they have read and understood this Proposal Package, and represent that they have authority to bind the respective party to the terms herein.

Sign Now