Business Proposal Template for Odyssey

Business Proposal Template for Odyssey

This Business Proposal ("Proposal") is made effective as of by and between Provider Name: and Client Name: .

Recitals

WHEREAS, Provider is engaged in the business of providing professional services, solutions and deliverables as described herein, and maintains the personnel, experience, and resources necessary to perform the services; and

WHEREAS, Client desires to retain Provider to perform the services set forth in this Proposal under the terms and conditions contained herein, and Provider agrees to perform such services in accordance with the terms of this Proposal; and

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

Scope of Work

Estimated project commencement date:   Estimated completion date:

Payment Terms

Total fee for the services and deliverables described in this Proposal: $

Late payment fee (applies to overdue amounts): % per month on outstanding balance, calculated from the invoice due date until paid in full. Client is responsible for reasonable collection costs and any bank fees related to returned payments.

Bank Transfer    Check    Credit Card    Other:

Term and Termination

Term Commencement Date:   Term Expiration Date: .

Either party may terminate this Proposal for convenience upon providing written notice to the other party at least days prior to the intended termination date. Either party may terminate immediately for material breach if the breach remains uncured thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

For the purposes of this Proposal, "Confidential Information" means all non-public information disclosed by one party ("Discloser") to the other ("Recipient"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information includes, without limitation, technical data, trade secrets, business and financial information, product plans, and customer lists.

Recipient shall: (a) use Confidential Information solely to perform its obligations under this Proposal; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than a reasonable standard of care; and (c) not disclose Confidential Information to any third party except to Recipient's employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Exclusions apply to information that (i) is or becomes publicly available without breach of obligation, (ii) is lawfully received from a third party without restriction, or (iii) was in Recipient's possession prior to disclosure as proven by written records.

Upon termination or written request, Recipient shall promptly return or destroy Confidential Information and certify such return or destruction in writing. The confidentiality obligations set forth in this section survive termination of this Proposal for a period of three (3) years, except for trade secrets which shall remain protected for so long as they qualify as trade secrets under applicable law.

Representations, Warranties, and Limitation of Liability

Each party represents and warrants that it has the power and authority to enter into this Proposal and to perform its obligations hereunder. Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. Except for the foregoing warranty, the services are provided "AS IS" and Provider disclaims all other warranties, express or implied.

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable for indirect, incidental, special, consequential or punitive damages. Provider's aggregate liability for direct damages arising out of or related to this Proposal shall not exceed the total fees paid by Client to Provider under this Proposal.

Governing Law and Dispute Resolution

This Proposal shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation. If negotiation fails, any dispute arising out of or relating to this Proposal shall be resolved by binding arbitration conducted in the county where the Provider's principal place of business is located, unless the parties agree otherwise in writing.

Entire Agreement and Amendment

This Proposal, together with any attachments, exhibits, and schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment, modification or waiver of any provision of this Proposal is effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Relationship of the parties: Provider is an independent contractor and nothing in this Proposal creates an employment, partnership, joint venture, or agency relationship. Each party shall be responsible for its own taxes and benefits relating to its performance under this Proposal.

Acceptance

By signing below, the parties acknowledge that they have read, understand, and agree to be bound by the terms and conditions of this Proposal. Execution of this Proposal by electronic means or facsimile shall have the same force and effect as an original signature.

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