Business Proposal Standardization

BUSINESS PROPOSAL STANDARDIZATION

This Business Proposal Standardization Agreement (the Agreement) is entered into as of Effective Date: by and between Provider Name: and Client Name: . Provider and Client are each a Party and collectively the Parties.

RECITALS

WHEREAS, Provider routinely prepares written business proposals, quotes, and related proposal documentation (collectively, Proposals) for potential projects and engagements;

WHEREAS, Client desires a consistent, enforceable standard for the form, content, confidentiality, pricing disclosure and acceptance of Proposals delivered by Provider to ensure clarity, fair payment terms and to protect proprietary information; and

WHEREAS, Provider and Client desire to set forth the terms under which Proposals will be standardized, delivered, reviewed and accepted.

PARTIES' CONTACT INFORMATION

SCOPE OF WORK

Provider will prepare Proposals in the standardized format described herein and deliver them to Client in accordance with the procedures set forth below. Each Proposal shall specify the services to be performed, deliverables, schedule, acceptance criteria, pricing and any assumptions or exclusions.

PAYMENT TERMS

Fees and expenses for work described in any Proposal shall be as set forth in the Proposal and governed by these Payment Terms. Unless otherwise stated in a Proposal, the following payment rules apply.

Unpaid amounts not received within the Invoice Terms shall accrue a late fee of % per month, compounded monthly, or the maximum permitted by law, whichever is less. Provider may also suspend performance for invoices more than days overdue after providing written notice.

All amounts are payable in lawful currency and exclusive of applicable taxes unless otherwise specified. Client shall raise any invoice dispute in writing within days of receipt; undisputed amounts remain payable.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and, unless earlier terminated as provided herein, shall continue until End Date: or until all outstanding Proposals have been completed.

Either Party may terminate this Agreement for convenience upon providing written notice at least days prior to termination. Either Party may terminate immediately for material breach by the other Party that remains uncured for days after written notice specifying the breach.

Termination shall not relieve either Party of obligations accrued prior to termination, including payment for services performed and reimbursable expenses.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one Party (Discloser) to the other Party (Recipient) in connection with Proposals, including pricing, technical specifications, business plans, financial information and proposal templates. Information shall not be Confidential Information if it is publicly available through no breach by Recipient, already known to Recipient without obligation of confidentiality, independently developed without access to the Discloser's Confidential Information, or required to be disclosed by law or valid order of a court or governmental body (provided Recipient gives prompt written notice to Discloser to allow Discloser to seek protective relief).

Recipient shall: (a) use Confidential Information solely for the purpose of evaluating, negotiating and performing Proposals; (b) restrict disclosure to Recipient's employees, contractors and advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein; and (c) exercise reasonable care to protect Confidential Information from unauthorized use or disclosure. Upon Discloser's written request or upon termination of this Agreement, Recipient shall return or destroy Discloser's Confidential Information and certify such return or destruction in writing.

INTELLECTUAL PROPERTY

Unless otherwise agreed in a Proposal, Provider retains all right, title and interest in and to templates, methodologies, tools and intellectual property used or developed by Provider prior to or independently of the Proposal (Provider Background IP). Deliverables produced under a Proposal shall be treated as Work Product. Upon full payment, Provider grants Client a non-exclusive, non-transferable license to use the Work Product for Client's internal business purposes. Any third-party materials incorporated into Deliverables shall remain subject to their respective licenses.

LIMITATION OF LIABILITY

Except for liability arising from wilful misconduct or a Party's breach of its confidentiality obligations, each Party's aggregate liability under or in connection with this Agreement shall not exceed the total fees paid or payable for the specific Proposal giving rise to the claim in the twelve (12) months preceding the claim. Neither Party shall be liable for special, consequential, incidental, punitive or exemplary damages.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to that State's conflict of law principles. The Parties submit to the exclusive jurisdiction of the courts located in that State for resolution of disputes.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any signed Proposals, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. Any modification or amendment must be in writing and signed by authorized representatives of both Parties.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither Party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a sale of substantially all assets or a merger. Notices shall be in writing and delivered to the addresses set forth above.

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