Business Signed Proposal

BUSINESS SIGNED PROPOSAL

Parties

This Business Signed Proposal (the Proposal) is entered into on Proposal Date: by and between Client Name: and Provider Name: .

Recitals

WHEREAS, Client wishes to engage Provider to perform certain services and deliverables described in this Proposal (the Services) for the project identified as Project Name: ;

WHEREAS, Provider represents that it has the experience, personnel, and capability to perform the Services in accordance with the terms set forth herein; and

WHEREAS, the Parties agree that the terms and conditions contained in this Proposal shall govern the relationship between the Parties for the scope and term described below.

Scope of Work

Provider shall perform the Services in accordance with the specifications described below. Any material changes to scope shall require a written change order signed by both Parties.

Payment Terms

In consideration for Provider's performance of the Services, Client shall pay Provider the amounts and on the schedule set forth below. All amounts are in U.S. dollars unless otherwise specified.

Invoices are due within days of invoice receipt. Late payments shall accrue interest at the rate of % per month (or the maximum permitted by law), plus a minimum late fee of .

Unless otherwise agreed in writing, Client shall remit payment by the method indicated:

Term and Termination

This Proposal commences on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this section.

Either Party may terminate this Proposal for convenience upon providing no less than days' prior written notice. Either Party may terminate immediately for cause if the other Party materially breaches this Proposal and fails to cure the breach within thirty (30) days following written notice of such breach.

Confidentiality

During the Term and for a period of three (3) years thereafter, each Party shall hold confidential and not disclose to any third party any Confidential Information disclosed by the other Party, except as required by law. "Confidential Information" means non-public business, technical, financial, and other information designated as confidential or that reasonably should be understood to be confidential.

Exceptions: Confidential Information does not include information that (a) is or becomes public without breach; (b) is rightfully received from a third party without breach; (c) was known prior to disclosure; or (d) is independently developed. To disclose under compulsion of law, the receiving Party must provide prompt written notice so the disclosing Party may seek protective measures.

Business contact information (names, titles, business addresses)
Aggregate or anonymized data

Governing Law

This Proposal shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising under this Proposal.

Representations; Indemnification; Limitation

Each Party represents that it has the authority to enter this Proposal. Provider shall indemnify and hold Client harmless from third-party claims arising from Provider's negligent acts or willful misconduct in performing the Services. Except for liability resulting from gross negligence, willful misconduct or breach of confidentiality, neither Party shall be liable for consequential, incidental, or punitive damages.

Entire Agreement

This Proposal, together with any written change orders executed by both Parties, constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, proposals, and communications, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both Parties.

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