Business Response Proposal

BUSINESS RESPONSE PROPOSAL

Client Name:    Proposer Name:

Proposal Date:    Proposal Reference No.:

RECITALS

WHEREAS, Client desires to engage Proposer to perform certain services as further described in this Business Response Proposal (the "Proposal"); and

WHEREAS, Proposer has represented that it has the experience, personnel and qualifications necessary to perform the services described herein and is willing to perform such services on the terms and conditions set forth below; and

WHEREAS, the parties wish to set forth the scope, schedule, payment terms, and other material terms governing the relationship between Client and Proposer.

SCOPE OF WORK

PAYMENT TERMS

Deposit Amount:    Remaining Balance Due Days After Completion:

Late fee: on overdue balances and interest as permitted by law.

TERM AND TERMINATION

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Proposal for convenience upon written notice to the other party at least days prior to the effective termination date. Termination for cause may be effected immediately upon written notice if the other party materially breaches this Proposal and fails to cure such breach within days after receipt of notice specifying the breach.

CONFIDENTIALITY

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in writing, electronically, or orally 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 shall: (a) use Confidential Information solely for the purposes of performing obligations under this Proposal; (b) restrict disclosure to its employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) exercise at least the same degree of care in protecting Confidential Information as it uses for its own similar information, but in no event less than reasonable care. Confidentiality obligations shall continue for years following termination or expiration of this Proposal, except to the extent disclosure is required by law or information becomes publicly available other than by a breach of this Proposal.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Proposer retains ownership of pre-existing intellectual property and methodologies. Subject to Client's payment in full, Proposer grants Client a non-exclusive, non-transferable license to use Deliverables for Client's internal business purposes. Rights to any third-party materials are subject to the respective third-party licenses.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising from the indemnifying party's gross negligence or willful misconduct. EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR A PARTY'S BREACH OF CONFIDENTIALITY OR INDEMNITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE TO PROPOSER UNDER THIS PROPOSAL.

EXPENSES; SUBCONTRACTING

Unless explicitly stated, the Total Proposal Price includes standard expenses. Any third-party or extraordinary expenses in excess of will be billed separately with Client's prior written consent. Proposer may subcontract portions of the Work provided Proposer remains responsible for overall performance.

FORCE MAJEURE

Neither party shall be liable for delays or failures in performance due to causes beyond its reasonable control, including acts of God, governmental action, labor disputes, or telecommunications failures. The affected party shall notify the other promptly and use commercially reasonable efforts to mitigate the impact.

NOTICES

GOVERNING LAW; ENTIRE AGREEMENT

This Proposal shall be governed by and construed in accordance with the laws of the state of , without regard to principles of conflicts of law. This Proposal, together with any attachments or schedules 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 of the parties, whether written or oral.

EXECUTION; ACCEPTANCE

Client's signature below constitutes acceptance of this Proposal and authorizes Proposer to commence work in accordance with the Scope of Work and Payment Terms herein. Any modifications to this Proposal must be in writing and signed by authorized representatives of both parties.

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