Business System Design Proposal

Business System Design Proposal

This Business System Design Proposal (the "Proposal") is made and entered into by and between the parties identified below for the purpose of defining the services, deliverables, fees and terms by which the Consultant will perform system design and implementation services for the Client.

Parties and Project

Recitals

WHEREAS, Client desires to engage Consultant to design, document and deliver a business system solution tailored to Client's operations and objectives; and

WHEREAS, Consultant represents that it has the experience, technical resources and personnel necessary to perform the services described in this Proposal and will provide such services in a professional manner consistent with industry standards; and

WHEREAS, the parties wish to set forth the scope, schedule, fees and terms governing Consultant’s performance and Client’s obligations as set forth herein.

Scope of Work

Consultant shall perform system design services consistent with the tasks described below. Deliverables will include system architecture diagrams, data flow models, technical specifications, implementation plan, and acceptance test criteria. Specific tasks, milestones and responsibilities are described in the Scope of Work field and form an integral part of this Proposal.

Payment Terms

Client agrees to pay Consultant the fees and expenses specified below in consideration for the performance of the Scope of Work. All fees are due as set forth in the Payment Schedule. Consultant will invoice Client in accordance with this section and Client will pay undisputed amounts within the stated payment period.

Late payments shall accrue interest at the rate specified below and Consultant may suspend performance for amounts more than thirty (30) days past due, subject to any court-required notice periods.

All fees are exclusive of taxes and out-of-pocket expenses unless otherwise stated. Client is responsible for reasonable, pre-approved expenses incurred by Consultant in connection with the performance of services.

Term and Termination

The term of this Proposal shall commence on Start Date and continue until End Date unless earlier terminated in accordance with this section.

Start Date:    End Date:

Either party may terminate this Proposal for convenience upon delivery of written notice to the other party at least days prior to the effective termination date. In the event of termination for cause, the non-breaching party may terminate upon written notice if the breaching party fails to cure material breach within thirty (30) days of receipt of notice.

Upon termination, Consultant shall deliver all completed work product and Client shall pay for all services performed and expenses incurred through the effective date of termination, including all non-cancellable commitments.

Confidentiality

Each party acknowledges that in the course of performing this Proposal it may receive confidential or proprietary information of the other party. "Confidential Information" means non-public information that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

The receiving party shall (a) protect Confidential Information with at least the same degree of care used to protect its own confidential information but no less than reasonable care; (b) not disclose Confidential Information to third parties except to those employees or subcontractors who have a need to know and who are bound by confidentiality obligations; and (c) use Confidential Information solely to perform obligations under this Proposal. The confidentiality obligations shall survive termination for a period of years.

Intellectual Property

Unless otherwise agreed in writing, Consultant shall retain ownership of pre-existing tools, methodologies, templates and know-how. Consultant grants Client a non-exclusive, non-transferable license to use the delivered work product for Client's internal business purposes upon full payment of fees due. If the parties elect assignment of deliverable intellectual property, such assignment must be set forth in a written amendment signed by both parties.

Change Orders

Any material changes to the Scope of Work, schedule or fees must be documented in a written change order signed by authorized representatives of both parties. Change orders shall specify changes to deliverables, schedule, fees and any required adjustments to acceptance criteria.

Warranties; Limitation of Liability

Consultant warrants that services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS PROPOSAL, CONSULTANT MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Except for liability arising from gross negligence or willful misconduct, the aggregate liability of Consultant for any claim arising out of or relating to this Proposal shall not exceed the total fees paid by Client to Consultant under this Proposal during the twelve (12) months preceding the claim. Specific liability cap (if different):

Governing Law; Entire Agreement

This Proposal shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of state and federal courts located in that State for resolution of disputes.

This Proposal, including the Scope of Work and any executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior proposals, negotiations and understandings, whether written or oral. No amendment to this Proposal shall be effective unless in writing and signed by both parties.

Miscellaneous Provisions

Independent Contractor: Consultant is an independent contractor and nothing in this Proposal shall be construed to create an employer-employee relationship, joint venture or partnership between the parties. Subcontracting: Consultant may engage subcontractors provided Consultant remains responsible for performance. Notices: Notices under this Proposal shall be in writing and delivered to the contact information provided by the parties.

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