Business Proposal Portofino

Business Proposal Portofino

Effective Date:    Client Name:    Client Address:

Contractor Name:    Contractor Address:

Recitals

WHEREAS, Client seeks to engage Contractor to perform professional services in connection with the project described as Project Name: (the "Project"), and Contractor represents that it has the skills, experience and personnel necessary to perform the required services in a competent and professional manner;

WHEREAS, Contractor agrees to provide such services under the terms set forth in this Proposal, and the parties desire to set forth the services, deliverables, payment terms, and other material terms governing the relationship between them;

WHEREAS, this Proposal, when executed by both parties, will constitute the binding agreement governing the Project and supersede prior proposals or understandings, whether oral or written, between the parties concerning the subject matter herein.

Scope of Work

Description: Contractor shall perform the services and produce the deliverables described below. Contractor will use commercially reasonable efforts to perform the services in accordance with the schedule and milestones set forth in this Proposal.

Payment Terms

Invoicing: Contractor will submit invoices in accordance with the payment schedule. Unless otherwise stated, invoice amounts are payable in United States dollars and are due within days of Client's receipt of the invoice.

Taxes: All fees are exclusive of taxes. Client is responsible for any applicable sales, use, value‑added or similar taxes, excluding taxes on Contractor's income.

Term and Termination

Term: This Proposal commences on Start Date: and terminates on End Date: , unless earlier terminated in accordance with this Proposal.

Either party may terminate this Proposal for convenience upon written notice to the other party provided at least days prior to the effective termination date.

Termination for Cause: Either party may terminate immediately for material breach if the breaching party fails to cure such breach within a commercially reasonable cure period not to exceed 30 days following written notice, or immediately if the breach is incapable of cure.

Confidentiality

Definition: "Confidential Information" means non-public business, technical, financial or other information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: The Receiving Party shall (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not use Confidential Information except to perform its obligations under this Proposal; and (c) not disclose Confidential Information to third parties except to personnel or advisors who have a need to know and are bound by confidentiality obligations no less protective than those in this Proposal.

Exclusions: Confidential Information shall not include information that is or becomes generally known to the public other than through a breach of this Proposal, that is rightfully received from a third party without confidentiality obligations, or that is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

Intellectual Property

Work Product: Subject to timely payment in full of all amounts due, Contractor hereby assigns to Client all right, title and interest in and to the deliverables created specifically for Client under this Proposal, excluding Contractor's pre-existing intellectual property and any general know‑how, methodologies, templates or tools that Contractor uses in providing services.

Contractor retains a perpetual, non-exclusive, worldwide, royalty-free license to use its general methodologies, tools, techniques and experience for other clients, provided that no Confidential Information of Client is disclosed.

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.

Entire Agreement

This Proposal, together with any exhibits or 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, representations and understandings of the parties, whether written or oral. Any modification to this Proposal must be in writing and signed by authorized representatives of both parties.

Notices

Each party designates the contact information provided above for the purpose of receiving notices under this Proposal. Notices shall be in writing and delivered by hand, courier, certified mail, or electronic mail (with confirmation of receipt).

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