Business Proposal Workable IO

Business Proposal - Workable IO

Proposal Date:

Client Name:    Client Contact:

Provider Name:    Provider Contact:

WHEREAS

WHEREAS, Client desires to retain Provider to perform services associated with the configuration, integration, and implementation of Workable IO services and related recruitment workflow enhancements as described in this Proposal; and

WHEREAS, Provider represents that it has the experience and personnel required to perform the services on the terms set forth in this Proposal; and

NOW, THEREFORE, in consideration of the mutual promises set forth herein, Client and Provider agree as follows.

Scope of Work

Payment Terms

Total Fee: $

Deposit Amount: $    Deposit Due Date:

Final Payment Terms: Payments due within days of invoice. Late payments accrue interest at % per month (or the maximum permitted by law), plus collection costs.

Invoicing Contact:

Term and Termination

Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for convenience upon days' prior written notice. Provider may terminate immediately if Client fails to pay undisputed fees within days of notice. Termination for material breach is effective if the breaching party fails to cure within days after written notice.

Upon termination, Client shall pay Provider for all services performed and expenses incurred through the effective date of termination. Provider will deliver work-in-progress and reasonable transition assistance as requested; transitional time will be billed at the then-current hourly rates.

Confidentiality

Each party (the "Receiving Party") acknowledges that it may receive Confidential Information of the other party (the "Disclosing Party"). Confidential Information means non-public business, technical, financial or personnel information disclosed in any form. The Receiving Party shall: (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own similar information (but no less than reasonable care); (b) use Confidential Information solely to perform obligations under this Agreement; and (c) disclose Confidential Information only to its employees, contractors or advisors who need to know and who are bound by confidentiality obligations no less restrictive than these. Confidential Information does not include information that is or becomes publicly available through no fault of the Receiving Party, was in the Receiving Party's possession prior to disclosure, or is independently developed without reference to the Disclosing Party's Confidential Information. The obligations in this section shall survive termination for a period of three (3) years.

Intellectual Property and Use Rights

Unless otherwise agreed in writing, Provider retains ownership of Provider's pre-existing tools, methods, templates and intellectual property. Upon full payment, Provider grants Client a non-exclusive, non-transferable license to use deliverables for Client's internal business purposes. Client shall not reproduce, redistribute, sublicense or resell deliverables without Provider's prior written consent.

Representations; Limitation of Liability

Each party represents that it has the authority to enter into this Agreement. EXCEPT AS EXPRESSLY PROVIDED HEREIN, PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES. PROVIDER'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to conflict of law principles. The parties shall first seek to resolve disputes by good-faith negotiation. If unresolved within thirty (30) days, either party may pursue any remedy available at law or in equity.

Governing Law:

Entire Agreement

This Proposal, together with any attachments and accepted change orders, constitutes the entire agreement between the parties concerning the subject matter herein and supersedes all prior proposals, negotiations and other communications. Any amendment must be in writing and signed by authorized representatives of both parties.

Change Orders

Changes to the Scope of Work or deliverables shall be documented in a written change order signed by both parties. Change orders shall set forth adjustments to fees and schedule. Provider will not be obligated to perform changes until a signed change order is executed.

Miscellaneous

The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture or employment relationship. If any provision is held unenforceable, the remainder shall remain in effect. Notices shall be in writing and delivered to the addresses provided by the parties.

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