Business Quote Contract

BUSINESS QUOTE CONTRACT

Parties and Identification

Provider Name:

Client Name:

Recitals

WHEREAS, Provider represents that it has the capability and expertise to provide the goods and services described in this Quote Contract; and

WHEREAS, Client seeks to engage Provider to perform the services set forth below in accordance with the terms and conditions of this contract; and

WHEREAS, this Quote Contract sets forth the scope, price estimate and binding terms under which Provider will perform services for Client effective as of Quote Date: and Quote Number: .

Scope of Work

Provider will furnish the goods and perform the services as described below. Deliverables, milestones and acceptance criteria are set forth and will be deemed accepted upon Client's written confirmation or 14 days after delivery if no written objections are timely received.

Itemized Quote

The parties acknowledge the following estimate of charges. Provider will invoice in accordance with Payment Terms below. Any adjustment to quantities, scope or materials may change the final price.

Payment Terms

Client shall pay Provider the Total Estimated Price in accordance with the following schedule. All amounts are stated in United States dollars unless otherwise agreed.

Late Payment: Amounts not paid within days of the invoice due date shall accrue interest at the lesser of (a) per month or (b) the maximum rate permitted by applicable law. Client is responsible for any collection costs, including reasonable attorneys' fees.

Term and Termination

Term: This Agreement commences on Start Date: and terminates on End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for cause if the other party materially breaches any obligation hereunder and fails to cure such breach within 30 days after written notice.

Upon termination, Client shall pay Provider for all work performed and reasonable, non-cancellable commitments made prior to the effective date of termination.

Confidentiality

Each party (the "Recipient") shall hold in strict confidence all non-public, proprietary or confidential information disclosed by the other party (the "Discloser"), including but not limited to business plans, pricing, technical data and trade secrets. Recipient shall not disclose such information to any third party except to employees, subcontractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidentiality obligations shall not apply to information that: (a) is or becomes generally available to the public through no fault of Recipient; (b) was rightfully in Recipient's possession prior to disclosure by Discloser; or (c) is required to be disclosed by law, provided Recipient gives Discloser prompt written notice and cooperates to limit disclosure.

Warranties and Disclaimers

Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. Provider's sole obligation and Client's exclusive remedy for breach of this warranty shall be re-performance of nonconforming services or, if re-performance is not commercially practicable, refund of the fees attributable to such nonconforming services. EXCEPT AS EXPRESSLY STATED IN THIS SECTION, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability

Except for liability arising from gross negligence or willful misconduct, each party's aggregate liability for direct damages under this Agreement shall not exceed the total amount paid by Client to Provider under this Quote Contract. Neither party shall be liable for special, incidental, consequential or punitive damages.

Governing Law; Dispute Resolution

This Quote Contract shall be governed by the laws of the State of without regard to conflict of laws principles. The parties agree to attempt in good faith to resolve any dispute promptly by negotiation. If negotiation fails, the parties may pursue any remedy available in law or equity in courts of competent jurisdiction located in that state.

Entire Agreement; Amendments

This Quote Contract, including all incorporated attachments and exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Assignments and Subcontracting

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Provider may engage subcontractors provided Provider remains responsible for performance.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses provided above or to such other address as a party may designate in writing. Notices shall be effective upon personal delivery, confirmed electronic transmission, or three business days after deposit with a nationally recognized overnight courier.

Acceptance and Effective Date

This Quote Contract becomes effective when signed by authorized representatives of both parties below. Upon Client's acceptance, Provider shall commence performance in accordance with the schedule set forth above.

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