Business Software Proposal

BUSINESS SOFTWARE PROPOSAL

Parties

Recitals

WHEREAS, Client desires to procure business software and associated services for the purposes set forth herein; and

WHEREAS, Vendor represents that it has the expertise, personnel, and resources to provide software development, configuration, implementation, and support services described in this Proposal; and

WHEREAS, the parties agree that this Proposal, when executed by authorized representatives of both parties, shall constitute the binding agreement between the parties effective as of (the "Effective Date").

Scope of Work

Vendor will perform the services and deliver the deliverables described below. The scope includes software development, configuration, data migration, testing, user training, and post-deployment support as specified in this section.

Key deliverables shall include documented requirements, configured software modules, migrated data sets, trained end users, and a final acceptance sign-off by Client. Acceptance criteria will be met when the deliverables conform to documented functional and technical specifications and pass mutually agreed acceptance tests.

Included Services

Select modules and services to be provided:

Payment Terms

Client shall pay Vendor the fees described below in consideration for the performance of the Scope of Work. All fees are exclusive of applicable taxes unless otherwise stated.

Vendor shall issue invoices in accordance with the Payment Schedule. If Client fails to pay undisputed amounts when due, Client shall be responsible for reasonable collection costs and interest at the rate set forth above. Vendor may suspend performance for continued non-payment after providing seven (7) days' written notice.

Term and Termination

This Proposal shall commence on and shall continue until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above. Upon termination for any reason, Client shall pay Vendor for all services performed and expenses incurred through the effective date of termination.

Confidentiality

Each party acknowledges that in connection with this Proposal it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated confidential or that reasonably should be understood to be confidential. Each party shall (a) use Confidential Information solely for the purposes of performing under this Proposal, (b) restrict disclosure to employees and contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (c) not disclose Confidential Information to third parties except as required by law. Confidentiality obligations survive termination for a period of three (3) years, except for trade secrets which shall be protected for as long as they remain trade secrets.

Intellectual Property; License

Unless otherwise agreed in writing, Vendor retains all right, title, and interest in pre-existing intellectual property and in any development tools, libraries, and methodologies used in the performance of services. Upon full payment of fees due, Vendor grants Client a non-exclusive, non-transferable license to use deliverable software as documented for Client's internal business purposes. Custom code and deliverables developed exclusively for Client shall be subject to the license terms set forth in this paragraph unless a separate assignment is executed.

Limitation of Liability

Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability under this Proposal shall not exceed the amount paid or payable by Client to Vendor under this Proposal in the twelve (12) months preceding the claim. In no event shall either party be liable for consequential, incidental, special, or punitive damages.

Governing Law

This Proposal shall be governed by and construed in accordance with the laws of , without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located within that state for any disputes arising out of this Proposal.

Entire Agreement; Amendments

This Proposal, together with any exhibits and the mutually executed statements of work, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings, whether written or oral. No amendment, modification, or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Notices shall be in writing and delivered to the addresses set forth above. Neither party may assign this Proposal without the prior written consent of the other, except that Vendor may assign to an affiliate or in connection with a merger or sale of substantially all assets. If any provision is held invalid, the remaining provisions remain in full force and effect.

Signatures

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