Business Proposal Template Pro National

BUSINESS PROPOSAL TEMPLATE PRO NATIONAL

Parties and Proposal Identification

Proposal Title:

Proposal Date:

Recitals

WHEREAS, Provider is engaged in the business of providing professional services and solutions in the field described in this Proposal and represents that Provider has the competence, personnel and resources to perform the Services in accordance with the terms set forth herein;

WHEREAS, Client desires to engage Provider to perform the Services described in this Proposal upon the terms and subject to the conditions set forth in this Agreement; and

WHEREAS, the parties intend that this Proposal, when accepted by Client and executed by both parties, shall constitute a binding agreement for the performance of those Services under the terms set forth below.

Scope of Work

Payment Terms

Total Fee:

Deposit Amount (if any):

Late Payment: If Client fails to pay any undisputed amount when due, amounts outstanding shall accrue interest at the rate of (or the maximum legal rate, if lower). Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Provider in enforcing payment.

Expenses and Additional Costs

Changes and Change Orders

Any changes to the Scope of Work shall be documented in a written change order signed by authorized representatives of both parties. Change orders shall state any change to price, schedule, deliverables and other terms. Provider shall not be required to perform work outside the Scope of Work without a signed change order.

Term and Termination

Agreement Start Date:

Agreement End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within 15 days after receipt of written notice describing the breach. Upon termination, Client shall pay Provider for Services performed and documented expenses incurred through the effective date of termination, and Provider shall deliver work product completed to date.

Confidentiality

Each party (the "Receiving Party") shall hold in strict confidence all non-public information disclosed by the other party (the "Disclosing Party") that is marked confidential or would reasonably be considered confidential under the circumstances. The Receiving Party shall not use or disclose Confidential Information except as necessary to perform its obligations under this Agreement, and shall protect such Confidential Information with no less than reasonable care. Confidential Information shall not include information that is or becomes publicly available through no fault of the Receiving Party, is independently developed, or is rightfully received from a third party without restriction. Upon termination, the Receiving Party shall return or destroy Confidential Information of the Disclosing Party, at the Disclosing Party's election.

Intellectual Property

Unless otherwise agreed in writing, Provider retains ownership of Provider's pre-existing intellectual property and methodologies. Upon full payment of all amounts due, Provider grants Client a non-exclusive, non-transferable license to use delivered final deliverables for Client's internal business purposes. Provider retains the right to use general knowledge, skills and experience acquired during performance of the Services, provided no Confidential Information is disclosed.

Limitation of Liability and Indemnification

Except for liability arising from breach of confidentiality or gross negligence or willful misconduct, neither party shall be liable for consequential, incidental or punitive damages. Provider's aggregate liability for any claim arising out of this Agreement shall not exceed the total fees paid to Provider under this Proposal. Client shall indemnify and hold Provider harmless from third-party claims arising from Client-provided materials or Client's use of deliverables inconsistent with this Agreement.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. Venue for any dispute arising out of or relating to this Agreement shall lie exclusively in the state or federal courts located within that State.

Entire Agreement; Amendments

This Proposal, together with any documents incorporated by reference and any executed change orders, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior agreements, understandings and communications. No modification, waiver or amendment of any provision of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

Acceptance

To accept this Proposal and enter into the Agreement, Client must sign below. Execution by Client constitutes Client's authorization for Provider to begin performance under the terms set forth herein in accordance with the stated schedule and payment terms.

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