Business Requirements and Prototyping Proposal

BUSINESS REQUIREMENTS AND PROTOTYPING PROPOSAL

Client Name:   Provider Name:

RECITALS

WHEREAS, Client Name represents that it requires business requirements definition, prototyping and related consulting services to support the design and validation of a software product or business process (the "Project"); and

WHEREAS, Provider Name is engaged in the business of providing business analysis, prototyping, and implementation consultancy and has the necessary experience and personnel to perform the Project; and

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree that this Proposal is effective as of / / (the "Effective Date").

SCOPE OF WORK

DELIVERABLES

The Provider will deliver the following items as applicable. Check items to confirm inclusion:

Requirements specification document (functional and non-functional)

Interactive prototype (clickable screens or mockups)

User flows and process diagrams

High-level technical specification

Acceptance criteria and test cases

Prototype usability testing plan

TIMELINE AND MILESTONES

Target schedule and milestone dates. All dates are estimates and subject to mutual change control.

Due Date:

Due Date:

Due Date:

ACCEPTANCE CRITERIA

PAYMENT TERMS

Payment milestones (check applicable)

Deposit due on engagement (specify % in Payment Schedule)

Milestone-based invoicing

Balance due upon final acceptance

TERM AND TERMINATION

Term Commencement: .

Term Expiration (if applicable): .

CONFIDENTIALITY

Each party will treat as confidential all non-public information disclosed by the other party that is identified as confidential or by its nature should reasonably be understood to be confidential ("Confidential Information"). Recipient will not disclose Confidential Information to third parties except to its employees, contractors and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those contained herein. Recipient will use Confidential Information solely for the purposes of performing its obligations under this Proposal. Recipient will return or destroy Confidential Information upon written request. Confidential Information does not include information that (a) was in the public domain through no fault of Recipient, (b) was known to Recipient prior to disclosure as evidenced by written records, (c) was rightfully received from a third party without confidentiality obligations, or (d) is independently developed without use of or reference to the Confidential Information. Breach of this section will cause irreparable harm and the disclosing party will be entitled to injunctive relief in addition to any other remedies.

CHANGE CONTROL

Any change to scope, deliverables, schedule or fees must be documented in a written change order signed by authorized representatives of both parties. Provider is not required to perform changed work until a signed change order specifying adjusted fees and schedule is executed.

WARRANTIES; LIMITATION OF LIABILITY

Provider warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE FOREGOING, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT WILL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS PROPOSAL EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS PROPOSAL. NEITHER PARTY WILL BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES.

GOVERNING LAW; MISCELLANEOUS

This Proposal will be governed by and construed in accordance with the laws of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in such jurisdiction for disputes that are not subject to arbitration.

Assignment: Neither party may assign its rights or delegate its duties under this Proposal without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

Severability: If any provision of this Proposal is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

ENTIRE AGREEMENT

This Proposal, together with any executed change orders, schedules and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, representations and understandings, whether oral or written.

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