Business Response Template

BUSINESS RESPONSE TEMPLATE

RECITALS

WHEREAS, Client Name: desires to obtain certain business services and has solicited a response from Respondent Business Name: ; and

WHEREAS, Respondent represents that it possesses the personnel, experience, and resources necessary to perform the services described below and is willing to provide those services under the terms and conditions set forth in this Business Response; and

WHEREAS, the parties wish to set forth the scope, compensation, schedule, confidentiality obligations, and other material terms governing the relationship between the parties.

SCOPE OF WORK

Respondent shall perform the services and deliverables described below in accordance with the standards of care and skill ordinarily exercised by professionals performing similar services. The scope set forth is binding and may only be modified by a written change order signed by both parties.

TIMELINE

Project Start Date:    Project End Date:

PAYMENT TERMS

Compensation for the services described herein shall be as follows. All monetary amounts are in U.S. dollars unless otherwise stated.

Fixed fee    Milestone-based    Hourly

Invoices are payable within days of invoice date. Overdue amounts shall incur a late fee of % per month or a flat fee of , whichever is greater.

TERM AND TERMINATION

Term: This Agreement shall commence on and shall continue in effect until , unless terminated earlier in accordance with this section.

Either party may terminate this Agreement for convenience upon days' written notice to the other party. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within a commercially reasonable cure period after receipt of written notice.

Upon termination for any reason, Respondent shall deliver to Client all completed work, work in progress, and any materials necessary for Client to continue the work. Client shall pay for all services performed through the effective date of termination plus any non-cancellable obligations.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by either party to the other in connection with this Agreement, including business plans, pricing, technical data, proposals, and trade secrets.

Obligations: Each party shall (i) use Confidential Information solely for the purposes of performing under this Agreement; (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (iii) not disclose Confidential Information to any third party except to employees, contractors, or professional advisors who have a need to know and are bound by confidentiality obligations at least as restrictive as those herein.

Exceptions: Confidential Information does not include information that (a) is or becomes generally available to the public through no fault of the receiving party; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Compelled Disclosure: If the receiving party is required by law to disclose Confidential Information, it shall provide the disclosing party prompt written notice and cooperate, at the disclosing party's expense, in any lawful effort to limit disclosure, unless prohibited by law.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties agree to attempt to resolve disputes in good faith through negotiation. If negotiation fails, the parties may pursue any remedy available at law or in equity.

ENTIRE AGREEMENT

This Agreement, including any attached exhibits or written change orders signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether oral or written. No amendment or modification of this Agreement will be binding unless in writing and signed by authorized representatives of both parties.

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

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses provided by the parties or to such other address as a party may designate by notice.

Acceptance: By signing below, the undersigned represent and warrant that they are authorized to enter into this Agreement on behalf of the party they represent and that the information provided in this Business Response is true and accurate to the best of their knowledge.

I certify that I am authorized to execute this Business Response on behalf of the party identified and that I accept the terms set forth herein.

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