Business Server Proposal

Business Server Proposal

Proposal Date:   Proposal Number:

Parties

Recitals

WHEREAS, Client desires to acquire server hardware, software, and installation services for the business operations described in this Proposal (the "Project"); and

WHEREAS, Provider represents that it has the technical skills, personnel, and resources necessary to supply, configure, and commission the server system specified in this Proposal; and

WHEREAS, the parties intend for this Proposal, when accepted and signed by both parties, to constitute a binding agreement setting forth the terms and conditions under which Provider will perform the Project.

Scope of Work

Server Specifications & Services

Timeline & Milestones

Project Start Date:   Estimated Completion Date:

Payment Terms

Total Amount (USD):

Deposit: due upon acceptance.

Progress Payments:

Final Payment:

Invoices are payable within days of invoice date. Late payments shall incur interest at (or the maximum permitted by law), plus reasonable costs of collection, including attorneys' fees. Provider retains title to delivered hardware until paid in full; risk of loss transfers upon delivery and acceptance.

Term and Termination

Agreement Term Start Date:   Term End Date:

Either party may terminate this Agreement for convenience upon providing days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure within days after written notice. Upon termination, Client shall pay for work performed and non-cancellable commitments incurred through the effective date of termination. Provider will deliver all completed deliverables and provide reasonable assistance to transition services back to Client or a successor provider at Client's expense.

Confidentiality

"Confidential Information" means nonpublic business, technical, financial and other information disclosed by one party to the other, whether oral or written, that is designated as confidential or that reasonably should be understood to be confidential. Recipient shall (i) hold Confidential Information in strict confidence, (ii) not disclose such Confidential Information to third parties except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (iii) use Confidential Information solely to perform its obligations under this Agreement. Confidential Information does not include information that is or becomes publicly available through no breach of this Agreement, independently developed without use of Confidential Information, or rightfully obtained from a third party not under an obligation of confidentiality. Upon request or termination, Recipient shall return or destroy Confidential Information and certify such return or destruction.

The parties acknowledge that breach of confidentiality may cause irreparable harm for which monetary damages may be an inadequate remedy and agree that the disclosing party shall have the right to seek equitable relief, including injunction, in addition to any other remedies.

Limitation of Liability

Except for liability arising from willful misconduct, gross negligence, or breaches of confidentiality or intellectual property indemnities, neither party shall be liable to the other for indirect, incidental, special, punitive or consequential damages, including lost profits. Provider's aggregate liability for direct damages arising under this Agreement shall not exceed the total amount paid by Client to Provider under this Proposal.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. The parties shall attempt in good faith to resolve any dispute arising out of this Agreement by negotiation between senior representatives. If unresolved, the parties may pursue litigation in the courts located in the governing state.

Entire Agreement

This Proposal, together with any attachments and the parties' signatures, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous agreements, proposals, understandings and communications, whether written or oral. Any amendment must be in writing and signed by both parties.

Acceptance

To accept this Proposal and authorize Provider to proceed, Client must sign below. Acceptance of this Proposal constitutes acceptance of the Scope of Work and the terms contained in this document.

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