Business Proposal UAT SynergySuite Micros

BUSINESS PROPOSAL UAT SYNERGYSUITE MICROS

Proposal Number:   Date:

Client Name:

Provider Name:

WHEREAS

WHEREAS, Client has engaged Provider to perform user acceptance testing and related configuration services for the SynergySuite Micros point-of-sale and back-office integration (the "Project"); and

WHEREAS, Provider represents that it possesses the technical expertise, personnel, and resources necessary to deliver UAT services, test scripts, and documented acceptance criteria in accordance with the terms of this Proposal; and

WHEREAS, the parties intend for this Proposal, upon acceptance, to govern the scope, schedule, compensation, and legal relationship between the parties for the Project.

Scope of Work

Project Timeline

Anticipated Start Date:   Anticipated End Date:

Project Manager (Client):

Project Manager (Provider):

Payment Terms

Total Fixed Fee:

Payment Terms (Net):

Late Payment Fee:

Term and Termination

Term Commencement:   Term Expiration:

Either party may terminate this Proposal for material breach if the breaching party fails to cure the breach within days after written notice. Termination for convenience by either party requires days' prior written notice and payment for work performed through the effective termination date.

Confidentiality

Each party acknowledges that in performance of this Proposal it may receive or have access to Confidential Information of the other party. "Confidential Information" means non-public business, technical, financial or operational information disclosed in any form. Each party shall: (a) use Confidential Information solely to perform its obligations under this Proposal; (b) restrict disclosure to its employees, contractors or agents with a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) exercise at least the same degree of care to protect the other party's Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information shall not include information that is publicly known through no fault of the receiving party, independently developed by the receiving party without use of the disclosing party's Confidential Information, or rightfully obtained from a third party without confidentiality obligations.

Confidentiality Acknowledgement: I acknowledge and agree to the confidentiality obligations described above.

Intellectual Property and License

Unless otherwise agreed in writing, Client shall retain ownership of Client data and pre-existing Client intellectual property. Provider shall retain all rights in Provider pre-existing technology, tools, methods, and any general know-how. Provider grants Client a limited, non-exclusive, non-transferable license to any deliverable software or test artifacts solely for Client's internal use in connection with the Project, contingent on full payment. Any bespoke code or configuration developed for Client and paid for in full shall be assigned to Client upon written agreement of assignment and payment in full, subject to any third-party licensing restrictions.

Warranties; Limitation of Liability

Provider warrants that the services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. PROVIDER'S AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF OR RELATING TO THIS PROPOSAL SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT UNDER THIS PROPOSAL DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

Governing Law

This Proposal and any dispute arising out of or relating to it shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

Entire Agreement

This Proposal, together with any attachments or statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral. Any amendment or modification to this Proposal must be in writing and signed by authorized representatives of both parties.

Additional Terms

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