Business Solver Proposal

Business Solver Proposal

Parties

Provider Name:

Client Name:

Recitals

WHEREAS, Provider is engaged in the business of delivering business strategy, process improvement, and solution design services and possesses the experience and personnel necessary to perform the services described in this Proposal; and

WHEREAS, Client desires to engage Provider to perform the services described herein, and Provider is willing to perform such services under the terms and conditions set forth in this Proposal; and

NOW, THEREFORE, in consideration of the mutual covenants contained in this Proposal, the parties agree as follows.

Scope of Work

Deliverables and Milestones

Payment Terms

Total Fee:    Retainer (if any):

Invoicing and Due Date: Provider shall invoice Client in accordance with the Payment Schedule. Invoices are due within days of receipt unless otherwise agreed in writing.

Late Payment: Past due amounts shall accrue interest at a rate of % per month (or the maximum permitted by law), calculated monthly, plus all costs of collection, including reasonable attorneys' fees.

Expense Reimbursement: Client shall reimburse Provider for reasonable, pre-approved out-of-pocket expenses incurred in performance, provided that Provider supplies supporting receipts and documentation.

Term and Termination

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to termination. Termination for cause may be effected immediately upon written notice if the other party materially breaches any obligation and fails to cure within 15 days of receipt of written notice of breach.

Effect of Termination: Upon termination, Provider shall cease work, and Client shall pay Provider for all work performed and unreimbursed expenses through the effective date of termination. Provider shall deliver to Client all completed deliverables and work-in-progress for which payment is due.

Confidentiality

Definition: For purposes of this Proposal, "Confidential Information" means non-public information, whether oral, written or electronic, disclosed by either party that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: Each party shall (a) use Confidential Information only for the purposes of performing obligations under this Proposal, (b) restrict disclosure to its employees, contractors, and advisors who need to know and who are bound by obligations of confidentiality at least as protective as those herein, and (c) not disclose Confidential Information to third parties without prior written consent. The obligations hereunder survive termination for a period of three (3) years.

Exceptions: Confidential Information does not include information that is (i) publicly available other than by breach of this Proposal, (ii) rightfully known prior to disclosure, (iii) obtained from a third party without restriction, or (iv) independently developed without use of Confidential Information.

Intellectual Property

Ownership: Unless otherwise agreed in writing, Provider retains ownership of pre-existing tools, methodologies, templates, and intellectual property. Upon payment in full, Provider assigns to Client all right, title and interest in deliverables specifically created for Client under this Proposal, subject to Provider's retained rights in pre-existing materials and general methodologies.

Representations, Warranties and Liability

Each party represents that it has the authority to enter this Proposal. Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS SET FORTH IN THIS PROPOSAL, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability: Except for liability arising from gross negligence or willful misconduct, in no event shall either party's aggregate liability under this Proposal exceed the total fees paid by Client to Provider under this Proposal.

Governing Law

This Proposal shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of law rules.

Entire Agreement

This Proposal, together with any attached statements of work or appendices 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, and communications, whether written or oral. Any modification to this Proposal must be in writing and signed by authorized representatives of both parties.

Acceptance and Authority to Proceed

By signing below, the undersigned represent and warrant that they are authorized to bind their respective parties to the terms of this Proposal. Provider is authorized to commence work upon receipt of a signed copy and any required retainer.

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