Business Proposal Sample

BUSINESS PROPOSAL SAMPLE

Proposal Date:    Proposal Number:

Parties

Recitals

WHEREAS, Client Name: seeks to retain the Service Provider to perform certain services described herein; and

WHEREAS, Service Provider Name: possesses the experience and capacity to perform the services described below; and

NOW, THEREFORE, in consideration of the mutual promises contained in this Proposal and subject to the terms and conditions set forth, the parties agree as follows.

Scope of Work

The Service Provider shall perform the services and deliverables described below in a professional and workmanlike manner consistent with industry standards. The scope may be modified only by written amendment signed by both parties.

Payment Terms

Fees: Client shall pay the Service Provider the total Fee of $ for the services described above, subject to adjustments for approved change orders.

Invoices are due within days of invoice date. Late payments shall incur a late fee of % per month (or the maximum permitted by law) and the Client shall reimburse reasonable collection costs, including attorneys' fees.

Term and Termination

Term: This Proposal shall commence on or about and shall terminate on unless earlier terminated as provided below.

Either party may terminate this Proposal for convenience upon written notice to the other party at least prior to the effective termination date. Either party may terminate immediately for material breach that remains uncured for a period of fifteen (15) days after written notice of such breach. Termination shall not relieve Client of liability for fees earned or costs incurred prior to the effective date of termination.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party to the other, whether oral, written, or electronic, which is designated as confidential or which reasonably should be understood to be confidential given the nature of the information.

Obligations: The receiving party shall (a) use the Confidential Information solely to perform its obligations under this Proposal; (b) protect such Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein.

Exceptions: Confidential Information shall not include information that (i) is or becomes generally known to the public through no fault of the receiving party; (ii) is lawfully received from a third party without restriction; (iii) is independently developed by the receiving party without the use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law or court order, provided the receiving party gives prompt written notice to the disclosing party to permit a protective order or other remedy.

Duration: The confidentiality obligations shall survive termination of this Proposal for a period of three (3) years, except with respect to trade secrets which shall remain protected for so long as they meet the statutory definition of a trade secret.

Liability and Indemnification

Each party shall be responsible for its own negligence. Service Provider agrees to indemnify, defend and hold harmless Client from third-party claims arising out of Service Provider's gross negligence or willful misconduct. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.

Notices

All notices shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by notice. Notices are effective upon receipt.

Governing Law

This Proposal shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

Entire Agreement; Amendments

This Proposal, together with any attachments or written change orders signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Acceptance

By signing below, the parties acknowledge they have read, understand, and agree to be bound by the terms of this Business Proposal. Acceptance of this Proposal may be evidenced by signature below or by other written authorization referencing this Proposal Number.

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