Business Switch Quote

BUSINESS SWITCH QUOTE

Quote Number:    Date of Quote:    Valid Until:

RECITALS

WHEREAS, Client Name: is seeking to transition specified business services from an existing vendor to Provider Name: ; and

WHEREAS, Provider will perform the services described below in accordance with this Quote and the attached Scope of Work, and both parties intend for this Quote, upon Client acceptance and signature, to constitute a binding agreement for the limited purpose of effectuating the business switch described herein.

SCOPE OF WORK

Provider shall perform the tasks necessary to complete the business switch as described below, including coordination with existing vendors where required, configuration, testing, and turn-up of services on the Effective Switch Date. Provider responsibilities shall be limited to those tasks expressly set forth in this section and any attachments.

PRICING AND PAYMENT TERMS

Total Price (for services described): $. This Quote includes or excludes taxes as indicated: Include taxes.

Deposit: $ payable upon acceptance. Remaining balance: $ payable according to schedule below.

Late Payment: Any amount not received within days after invoice due date shall incur a late fee equal to the greater of: (a) % per month of the overdue amount, or (b) $. Interest shall accrue monthly.

TERM AND TERMINATION

Effective Switch Date: . This Quote and resulting service shall commence on the Effective Switch Date and shall continue until unless earlier terminated in accordance with this section.

Termination for Convenience: Either party may terminate upon providing written notice to the other party at least days prior to the desired termination date. Termination shall not relieve Client of payment obligations for services performed and costs reasonably incurred prior to the effective date of termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Quote and fails to cure such breach within days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each party acknowledges that in connection with performance under this Quote it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical or financial information disclosed in any form. Each party shall: (a) hold such Confidential Information in strict confidence; (b) use Confidential Information solely to perform obligations under this Quote; and (c) reproduce or disclose Confidential Information only to employees or subcontractors with a need to know and who are bound to confidentiality obligations no less protective than those herein. Confidential Information shall not include information that is or becomes generally available to the public through no fault of the receiving party, is rightfully received from a third party without breach, or is independently developed without use of the disclosing party's Confidential Information.

Upon termination or upon written request, the receiving party shall return or destroy Confidential Information and certify such return or destruction in writing, except to the extent retention is required by applicable law or internal document retention policies, in which case such retained Confidential Information shall remain subject to the confidentiality obligations herein.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, neither party shall be liable for indirect, incidental, consequential, exemplary or punitive damages. Provider's aggregate liability for any claim arising from or related to this Quote shall not exceed the total amounts actually paid by Client to Provider under this Quote during the six (6) month period preceding the claim.

GOVERNING LAW; DISPUTE RESOLUTION

This Quote shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties shall attempt in good faith to resolve disputes promptly through negotiation. If unresolved, disputes shall be resolved in the state or federal courts located in the jurisdiction specified above.

ENTIRE AGREEMENT

This Quote, including the Scope of Work and any attachments executed by the parties, constitutes the entire agreement between Client and Provider concerning the subject matter hereof and supersedes all prior and contemporaneous negotiations, proposals, representations, and agreements, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

ACKNOWLEDGMENT AND ACCEPTANCE

By signing below, Client accepts this Business Switch Quote and authorizes Provider to commence work in accordance with the terms and conditions contained herein. Acceptance is effective upon signature by both parties.

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