Business Survey Tool Proposal

Business Survey Tool Proposal

Parties and Proposal Date

Recitals

WHEREAS, Client seeks to procure a business survey tool and related services to design, deploy, and analyze structured surveys for business insight and decision-making; and

WHEREAS, Service Provider represents that it has the technical capability, personnel, and experience necessary to develop, configure, implement, and support the proposed survey tool described in this Proposal (the "Services"); and

WHEREAS, the parties wish to set forth the scope, deliverables, payment, confidentiality, and other terms under which Service Provider will perform the Services for Client.

Scope of Work

Service Provider shall perform the Services in accordance with the following scope. Deliverables, milestones, technical specifications, and acceptance criteria are to be completed as described below.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the Services. All fees are exclusive of applicable taxes unless otherwise stated.

Service Provider shall invoice Client in accordance with the Payment Schedule. Invoices are due and payable within days of invoice receipt. Client shall reimburse reasonable, pre-approved out-of-pocket expenses incurred by Service Provider in connection with performance, provided such expenses exceed and are approved in writing prior to incurrence.

Term and Termination

This Proposal and the Services described herein shall commence on the Start Date and continue until the End Date, unless earlier terminated as provided below.

Start Date:    End Date:

Confidentiality

Each party (the "Recipient") shall hold in strict confidence all non-public, proprietary, or confidential information disclosed by the other party (the "Discloser") in connection with this Proposal. Recipient shall not use Confidential Information except to perform its obligations and shall restrict access to those employees, contractors, or agents with a need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information which (a) is or becomes generally available to the public other than by breach of this provision; (b) is rightfully received by Recipient without restriction from a third party; or (c) is independently developed without use of or reference to Discloser’s Confidential Information.

Duration of Confidentiality Obligations:

Intellectual Property

Unless otherwise agreed in writing, Service Provider shall retain ownership of pre-existing technology, tools, methodologies, and software used to perform the Services. Client shall receive a non-exclusive, non-transferable, royalty-free license to use deliverables for Client’s internal business purposes. Any bespoke source code, survey content, and final reports delivered and paid for under this Proposal shall be treated as Customer Materials and ownership shall transfer to Client upon full payment, subject to third-party rights and licenses.

Data Protection and Security

Service Provider shall implement and maintain reasonable administrative, physical, and technical safeguards appropriate to the sensitivity of the data collected by the survey tool. Service Provider shall notify Client of any unauthorized access, use, or disclosure of Client Data within hours of discovery and shall cooperate with Client's reasonable mitigation and remediation efforts.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, breach of confidentiality, or infringement of intellectual property rights, neither party shall be liable to the other for consequential, incidental, special, or punitive damages. The aggregate liability of either party for any claim arising out of or related to this Proposal shall not exceed or the total fees paid under this Proposal, whichever is less.

Governing Law

This Proposal shall be governed by and construed in accordance with the laws of without regard to conflicts of law principles. Exclusive venue for any dispute arising out of or relating to this Proposal shall be the state or federal courts located in the jurisdiction specified above.

Entire Agreement

This Proposal, together with any attachments, exhibits, and accepted change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations, and understandings, whether written or oral. Any modification must be in writing and signed by authorized representatives of both parties.

Acceptance

By signing below, the parties acknowledge and agree that this Proposal is binding and incorporates the terms set forth above. The individuals signing represent and warrant that they are authorized to bind their respective party.

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