Business Specification and Quote

BUSINESS SPECIFICATION AND QUOTE

Parties and Recitals

WHEREAS, Client Name: located at Client Address: (collectively "Client");

WHEREAS, Provider Name: located at Provider Address: (collectively "Provider");

WHEREAS, the parties wish to set forth the specification, itemized quote, and terms on which Provider will perform the services described below, effective Effective Date: .

Project Identification

Scope of Work

The Provider shall perform the work described in this specification. The scope below sets out the deliverables, acceptance criteria, and any exclusions. Any changes to scope must be documented as a written Change Order signed by authorized representatives of both parties.

Itemized Quote

The following table sets out the itemized services and costs. Provider warrants that unit prices and quantities are accurate to the best of Provider's knowledge.

Payment Terms

Provider shall invoice Client in accordance with the payment schedule set forth below. Invoices are due according to the Payment Schedule. Late payments shall accrue interest as set forth in this section.

Term and Termination

This Agreement commences on Start Date: and continues until End Date: , unless earlier terminated in accordance with this section.

Either party may terminate for convenience by providing Notice Period (in days): days' prior written notice. Either party may terminate immediately for material breach if the breaching party fails to cure within thirty (30) days after written notice of breach.

Confidentiality

Each party shall keep confidential all non-public information disclosed by the other party that is marked confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information excludes information that is publicly known, rightfully received from a third party without breach of obligation, or independently developed without use of the disclosing party's Confidential Information.

Receiving party shall use Confidential Information only to perform its obligations under this Agreement, restrict disclosure to employees and contractors with a need to know, and implement reasonable safeguards. Remedies for breach include injunctive relief in addition to any other available remedies at law or in equity. 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 under applicable law.

Warranties; Limitation of Liability

Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH HEREIN, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS QUOTE DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM, EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of State: , without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that State for disputes arising under this Agreement.

Entire Agreement; Amendments

This document, including any attached change orders and accepted purchase orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous proposals, negotiations, representations and agreements, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Acceptance and Authorization

By signing below, the parties acknowledge and agree that they have read, understand, and accept the terms and conditions of this Business Specification and Quote. Acceptance of the quote as set forth herein constitutes a binding agreement enforceable against the parties.

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