Business Proposal Tauck IO

Business Proposal Tauck IO

Provider:    Address:

Client:    Address:

Recitals

WHEREAS, Provider is engaged in the business of delivering information technology integration, consulting, and managed services, and has expertise and resources suitable to perform the services described in this Proposal; and

WHEREAS, Client desires to retain Provider to perform services for Client's Tauck IO initiative as set forth herein, and Provider is willing to perform such services on the terms and conditions of this Proposal; and

NOW, THEREFORE, in consideration of the mutual covenants contained in this Proposal, the parties agree as follows.

Scope of Work

Deliverables shall include system design, configuration, integration, testing, documentation, and knowledge-transfer sessions tailored to Client's Tauck IO requirements. Specific acceptance criteria, milestone descriptions, and delivery dates will be set forth in the Project Plan appended to this Proposal as Schedule A. Any change in scope shall be managed pursuant to the Change Order procedure set forth herein.

Payment Terms

Total Fee:

Invoicing Frequency:    Payment Due:

Late Fee: — Overdue amounts shall accrue interest at the stated rate or, if no rate is provided, at the maximum rate permitted by applicable law. Client is responsible for all reasonable collection costs, including attorney fees, incurred by Provider in collecting overdue amounts.

Term and Termination

Effective Date:    Termination Date/Delivery End:

Either party may terminate this Proposal for cause upon material breach by the other party that remains uncured for the notice period above. Provider may suspend services if Client fails to pay undisputed amounts when due. Termination shall not relieve Client of payment obligations for services performed and costs incurred through the effective termination date, including reasonable wind-down costs.

Confidentiality

Each party (the "Receiving Party") shall hold in confidence all non-public, proprietary, or confidential information disclosed by the other party (the "Disclosing Party") that is marked or identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information shall exclude information that: (i) is or becomes publicly available through no fault of the Receiving Party; (ii) was rightfully known by the Receiving Party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the Disclosing Party's Confidential Information.

The Receiving Party shall use Confidential Information solely for the performance of this Proposal, shall restrict access to employees and contractors with a need to know, and shall take reasonable measures to prevent unauthorized disclosure. Confidential obligations shall survive termination for a period of three (3) years, or longer with respect to trade secrets to the extent protected by law.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, Provider shall retain ownership of Provider's pre-existing materials, tools, and methodologies. Upon full payment, Provider grants Client a non-exclusive, non-transferable license to use deliverables provided under this Proposal for Client's internal business purposes. Any third-party components incorporated into deliverables shall remain subject to their respective licenses.

Representations; Warranties; Limitations

Each party represents that it has the corporate power and authority to enter into this Proposal. Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH HEREIN, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS PROPOSAL EXCEED THE TOTAL FEES PAID BY CLIENT UNDER THIS PROPOSAL.

Governing Law

This Proposal shall be governed by and construed in accordance with the laws of: without regard to conflict-of-law principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for disputes arising under this Proposal.

Entire Agreement

This Proposal, including any schedules and executed statements of work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any modification to this Proposal must be in writing and signed by authorized representatives of both parties.

Acceptance

By signing below, each party acknowledges that it has read, understands, and agrees to be bound by the terms of this Proposal and that the signatory is authorized to execute this Proposal on behalf of the respective party.

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