Business Proposal PROSPIM

Business Proposal PROSPIM

Proposal Date:    Proposal No.:

Recitals

WHEREAS, Provider is engaged in the business of delivering software-enabled services, consulting, and implementation support as described in this Proposal; and

WHEREAS, Client desires to retain Provider to perform the services described herein, and Provider is willing to provide such services under the terms and conditions set forth in this Proposal; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the Parties agree as follows.

Scope of Work

Provider will perform the following services and deliverables for Client. Services will be performed in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Total Fee:    Currency:

Deposit Amount:    Invoice Frequency: Weekly Monthly Upon milestone

Payment Method (select all applicable): ACH Wire Transfer Check Credit Card

Late Fee:    Grace Period:

All amounts are exclusive of taxes unless explicitly stated. Client is responsible for sales, use, value-added, and other taxes arising from this Proposal, excluding taxes based on Provider's net income.

Term and Termination

Term Commencement Date:    Anticipated Completion Date:

Either Party may terminate this Proposal for convenience upon written notice to the other Party delivered not less than prior to the intended termination date. Termination for material breach is effective upon thirty (30) days' written notice if the breach remains uncured.

Upon termination, Client shall pay Provider for all Services performed and reasonable expenses incurred through the effective date of termination. Provider will deliver work-in-progress and any materials as required by the agreed deliverables and customarily provided under similar engagements.

Confidentiality

Each Party shall treat as confidential all non-public business, technical, and financial information disclosed by the other Party in connection with this Proposal ("Confidential Information"). Confidential Information shall not include information that: (i) was in the public domain at the time of disclosure; (ii) becomes public other than through unauthorized disclosure; (iii) was rightfully in the receiving Party's possession without restriction prior to disclosure; or (iv) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information.

The receiving Party will not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those contained herein. Upon termination or written request, Confidential Information and all copies shall be returned or destroyed, except as required to be retained under applicable law.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, Provider retains ownership of its pre-existing intellectual property, tools, methodologies, and know-how. Upon full payment of fees due under this Proposal, Provider grants Client a non-exclusive, non-transferable license to use the final deliverables for Client's internal business purposes. Any customization, derivative works, or ongoing maintenance beyond the Scope of Work will require a separate agreement or amendment.

Warranties; Limitation of Liability

Provider warrants that it will perform services in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED HEREIN, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, AND PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS PROPOSAL SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THIS PROPOSAL DURING THE SIX (6) MONTHS PRIOR TO THE CLAIM.

Governing Law

This Proposal and any dispute arising out of or related to it shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles.

Entire Agreement

This Proposal, together with any exhibits and 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, proposals, and communications, whether written or oral. No amendment, waiver, or modification of any provision of this Proposal shall be effective unless in writing signed by both Parties.

Acceptance

By signing below, Client accepts this Proposal and authorizes Provider to proceed with the services in accordance with the terms set forth herein.

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