Business Quote Schedule

BUSINESS QUOTE SCHEDULE

This Business Quote Schedule (the "Schedule") is entered into as of by and between Provider Name: , Provider Address: , and Client Name: , Client Address: .

WHEREAS

WHEREAS, Provider is engaged in the business of providing the goods and services described herein and has submitted a written quotation of proposed services and prices to Client; and

WHEREAS, Client desires to engage Provider on the terms and conditions set forth in this Schedule and any incorporated documents; and

WHEREAS, the parties intend for this Schedule to define the scope, pricing and specific performance terms for the services to be performed under the referenced engagement.

SCOPE OF WORK

ITEMIZED QUOTE

The following items and rates constitute the price quotation for the Scope of Work described above. Line items, quantities, unit prices and extensions shall be used to calculate the total quoted amount.

PAYMENT TERMS

Client shall pay Provider the Total Quoted Amount in accordance with the schedule below. Unless otherwise stated, amounts are payable in U.S. dollars and due as set forth in this Schedule.

All payments not received when due shall bear interest at the rate specified above and Client shall be responsible for any collection costs and reasonable attorneys' fees incurred by Provider to enforce payment obligations.

TERM AND TERMINATION

Either party may terminate this Schedule for material breach by the other party following written notice and a reasonable cure period not to exceed the notice period specified above. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

The parties acknowledge that in the course of performance they may disclose Confidential Information. "Confidential Information" means non-public business, technical and financial information provided by either party. Each party shall: (a) hold Confidential Information in strict confidence; (b) not disclose it to any third party except as necessary to perform the Scope of Work; and (c) use it only for purposes of performing obligations under this Schedule. Confidential Information shall not include information that is or becomes publicly available without breach, was known prior to disclosure, or is independently developed.

CHANGES AND ADDITIONAL WORK

Any change to the Scope of Work or pricing shall be made only by written Change Order executed by authorized representatives of both parties. Provider shall not be obligated to commence additional work until a Change Order specifying scope, price and schedule is agreed.

INDEMNITY AND INSURANCE

Each party shall indemnify and hold harmless the other party from claims arising out of its negligence or willful misconduct in connection with performance under this Schedule. Provider shall maintain insurance coverage customary for its industry and shall provide certificates upon reasonable request.

GOVERNING LAW

This Schedule shall be governed by and construed in accordance with the laws of the state specified by the parties. The parties agree that jurisdiction and venue for any dispute arising out of this Schedule shall be in the courts of that state unless otherwise mutually agreed in writing.

ENTIRE AGREEMENT

This Schedule, together with any referenced Master Agreement, attachments and executed Change Orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, proposals and understandings, whether written or oral.

ACCEPTANCE AND EXPIRATION

This Quote is valid until unless otherwise extended in writing. Acceptance of this Schedule by Client shall be evidenced by the authorized signature below.

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