Business Proposal Packet

Business Proposal Packet

This Business Proposal Packet (the "Agreement") is entered into by and between Client Name: and Provider Name: on the Effective Date:

WHEREAS

WHEREAS, Client desires to obtain certain professional services described herein and Provider represents that Provider has the experience, qualifications and capacity to provide such services in accordance with the terms set forth in this Agreement.

WHEREAS, the parties wish to define the scope, schedule, payment terms and other material provisions governing the relationship between them with respect to the services and deliverables specified in this Proposal Packet.

WHEREAS, the parties agree that the terms set forth in this Agreement constitute the full expression of their mutual obligations and are intended to be legally binding upon execution by authorized representatives of each party.

Scope of Work

Provider shall perform the services described below and deliver the specified deliverables in accordance with the schedule agreed by the parties. Services provided beyond the scope set forth below will require a written change order signed by both parties.

Fees and Payment Terms

In consideration for the performance of the Scope of Work, Client shall pay Provider the fees and expenses described below. All amounts are expressed in U.S. dollars unless otherwise stated.

All invoiced amounts not paid within the Invoice Terms shall accrue interest at the rate specified in the Late Fee field above and Client shall be responsible for Provider's reasonable costs of collection, including attorneys' fees and court costs, to the extent permitted by law.

Term and Termination

The term of this Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated in accordance with this Section.

Upon termination, Client shall pay Provider for all services performed and expenses incurred through the effective date of termination. Termination shall not affect any rights or obligations that have accrued prior to termination.

Confidentiality

Each party agrees that all non-public, confidential or proprietary information disclosed by one party to the other in connection with this Agreement ("Confidential Information") shall be held in strict confidence and shall not be disclosed to third parties except as expressly permitted herein. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, or was already lawfully in the receiving party's possession prior to disclosure.

The receiving party shall use Confidential Information solely for the purpose of performing its obligations under this Agreement and shall take reasonable measures to protect such Confidential Information from unauthorized use or disclosure.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, Provider shall retain ownership of Provider's pre-existing intellectual property, methodologies and tools. Provider grants Client a non-exclusive, non-transferable license to use deliverables provided under this Agreement for Client's internal business purposes upon full payment. Any third-party materials incorporated into deliverables shall be subject to the applicable third-party terms and licenses.

Representations, Warranties and Limitations of Liability

Each party represents that it has the full power and authority to enter into this Agreement. Provider warrants that services will be performed in a professional and workmanlike manner. EXCEPT FOR THE FOREGOING WARRANTY, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

Governing Law

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

Entire Agreement

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings and agreements, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

Acceptance

By signing below, the parties acknowledge that they have read, understood, and agree to be bound by the terms and conditions of this Business Proposal Packet.

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