Business Quote or Waiver

BUSINESS QUOTE OR WAIVER

Quote and Parties

Quote Number:    Date:    Valid Until:

Recitals

WHEREAS, Provider is engaged in the business of supplying professional services and/or goods as described in this Quote and has the experience, personnel and resources necessary to perform such services; and

WHEREAS, Client desires to obtain the goods and services from Provider upon the terms set forth herein and has requested that Provider provide a written quotation and waiver of certain claims as set forth below; and

WHEREAS, the parties intend this document to constitute a binding agreement for the provision of services and/or goods described in the Scope of Work and to include a limited waiver of claims as expressly set forth.

Scope of Work

Itemized Quote

Describe items, quantity, unit price, and line total

Payment Terms

Provider shall invoice Client in accordance with the schedule below. Unless otherwise agreed in writing, Client will pay undisputed amounts within the period specified.

Late Payment: Any undisputed amount not paid when due shall accrue interest at the rate of , compounded monthly, or the maximum rate permitted by law, whichever is lower. Minimum late fee: .

Term and Termination

This Quote and Waiver shall commence on the Start Date and remain in effect until the completion of the services or the End Date, unless earlier terminated in accordance with this section.

Start Date:    End Date:

Either party may terminate this agreement for material breach if the breaching party fails to cure the breach within days after receipt of written notice. Termination shall not relieve Client of obligation to pay for services performed and costs incurred prior to the effective date of termination.

Confidentiality

Each party acknowledges that, in the course of performing this agreement, it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Each party agrees to (i) hold Confidential Information in strict confidence, (ii) use it only for purposes of performing under this agreement, and (iii) not disclose it to any third party except as required by law or to employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein.

Waiver of Claims

As a condition of accepting this Quote, Client knowingly and voluntarily agrees to the following limited waiver: Client waives any claim against Provider for consequential damages arising solely from the acts or omissions described in the Scope of Work, except where such damages arise from Provider's gross negligence or willful misconduct. This waiver is limited to the extent permitted by applicable law.

Client acknowledges that this waiver was a material inducement to Provider's willingness to provide the quoted price and that Client has had the opportunity to seek independent advice regarding this waiver.

I, the undersigned Client, acknowledge and accept the waiver terms stated above.

Initials:    Date:

Governing Law; Entire Agreement

This Quote and Waiver shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that state for disputes arising under this agreement, subject to any agreed arbitration.

Entire Agreement: This document constitutes the entire agreement between the parties with respect to the subject matter hereof. Any modifications must be in writing and signed by authorized representatives of both parties. In the event of a conflict between an electronic acceptance of this Quote and a separate written agreement, the later-signed written agreement shall control.

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