Business Proposal PP

BUSINESS PROPOSAL PP

Parties and Recitals

This Business Proposal PP (the Agreement) is entered into as of the Proposal Date by and between:

Client Name:    Client Address:

Service Provider Name:    Provider Address:

WHEREAS, Client desires to engage Service Provider to perform the services described in this Proposal, and Service Provider represents that it has the experience, personnel and capability to perform such services on the terms set forth herein; and

WHEREAS, the parties intend for this Proposal to set forth the scope, schedule, payment terms and other material terms under which Service Provider will perform services for Client; and

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

Proposal Identification

Scope of Work

Service Provider shall perform the services and deliver the deliverables described below in accordance with the terms of this Proposal. The Scope of Work shall include the tasks, deliverables, acceptance criteria and responsibilities specified herein.

Payment Terms

In consideration of the performance of the Scope of Work, Client will pay Service Provider in accordance with the following terms.

A late fee shall apply to any undisputed invoice not paid within the specified payment terms. Late fee:   or flat fee:

Term and Termination

This Agreement commences on the Start Date and continues until the End Date, unless earlier terminated in accordance with this section.

Start Date:   End Date:

Confidentiality

Each party (Recipient) may receive Confidential Information from the other party (Discloser). Confidential Information means non-public information disclosed in any form 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.

Recipient shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) limit access to Confidential Information to those employees, agents or subcontractors who need access for performance and who are bound by confidentiality obligations at least as protective as those herein; and (c) not disclose Confidential Information to any third party without prior written consent of Discloser except as required by law, provided Recipient uses commercially reasonable efforts to limit disclosure and to obtain confidential treatment.

Representations and Warranties; Indemnity

Each party represents that it has the full right, power and authority to enter into this Agreement and perform its obligations. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. Client's sole and exclusive remedy for breach of the foregoing warranty shall be re-performance of the non-conforming services or, if Service Provider fails to re-perform, a refund of fees for the non-conforming portion of services.

Each party shall indemnify, defend and hold harmless the other party from claims, liabilities, losses and expenses arising from the indemnifying party's gross negligence or willful misconduct in connection with this Agreement.

Limitation of Liability

Except for liability arising from a party's gross negligence, willful misconduct, breach of confidentiality, or indemnification obligations, neither party shall be liable for incidental, consequential, special or punitive damages, and total aggregate liability shall not exceed the total fees paid to Service Provider under this Agreement for the services giving rise to the claim.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to conflict of law principles. The parties agree to attempt to resolve disputes through good faith negotiation prior to initiating litigation.

Entire Agreement; Amendments

This Agreement, including any attachments or referenced schedules, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, understandings and representations, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign this Agreement in connection with a merger, sale of substantially all assets, or change of control so long as the assignee assumes the assigning party's obligations. If any provision is held unenforceable, the remainder shall remain in full force and effect.

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