Business Technical Offer

BUSINESS TECHNICAL OFFER

Offer Date:   Offer Reference:

WHEREAS

WHEREAS, Client Name: seeks to procure technical services and deliverables described herein from Provider Name: ;

WHEREAS, Provider represents that it possesses the technical expertise, personnel, and resources necessary to perform the Scope of Work in accordance with the technical specifications and acceptance criteria set forth in this Offer; and

WHEREAS, the parties intend that this Business Technical Offer set forth the technical scope, deliverables, commercial terms, and the conditions upon which the parties will proceed to a binding agreement upon acceptance by Client.

SCOPE OF WORK

The Provider shall perform the technical services described below in accordance with industry standards and the deliverables and acceptance criteria stated in this Offer. All work shall be performed by qualified personnel and in a professional and workmanlike manner.

DELIVERABLES & TECHNICAL SPECIFICATIONS

ACCEPTANCE CRITERIA

PROJECT MILESTONES

The parties agree the work will proceed according to the following milestones. Time is of the essence for each milestone unless otherwise agreed in writing.

Due Date:

Due Date:

Due Date:

PERSONNEL & KEY CONTACTS

PAYMENT TERMS

Payment for the services and deliverables shall be made in accordance with the amounts and schedule below. All amounts are exclusive of taxes unless otherwise stated. Provider shall submit invoices in sufficient detail to allow Client to verify the charges.

TERM AND TERMINATION

This Offer will commence and terminate as set forth below unless earlier terminated in accordance with this section. Upon termination the Provider shall deliver completed work and Client shall pay for all work performed to the effective date of termination.

Start Date:   End Date:

CONFIDENTIALITY

Each party shall keep confidential and not disclose to any third party any Confidential Information received from the other party. Confidential Information includes, but is not limited to, trade secrets, technical data, designs, source code, specifications, business plans, pricing, and customer information. The receiving party shall use the same degree of care to protect Confidential Information as it uses for its own confidential information, but in no event less than reasonable care.

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully in the receiving party's possession prior to receipt from the disclosing party; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law, provided the receiving party gives prompt notice and cooperates with the disclosing party to seek protective measures.

Confidentiality Term:

The parties acknowledge and agree that the confidentiality obligations set forth above are mutual and enforceable, and that breach may cause irreparable harm for which monetary damages would be inadequate.

GOVERNING LAW

This Offer and any resulting agreement shall be governed by and construed in accordance with the laws of: , without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in the chosen jurisdiction for any disputes arising under or in connection with this Offer.

REPRESENTATIONS, WARRANTIES & LIMITATION OF LIABILITY

Provider represents and warrants that it will perform services in a professional manner consistent with industry standards and that deliverables will materially conform to the specifications for a period of: . Except for the express warranty set forth herein, Provider disclaims all other warranties, express or implied.

Except to the extent attributable to willful misconduct or gross negligence, neither party's aggregate liability for direct damages arising out of or relating to this Offer shall exceed the total fees paid to Provider under the applicable statement of work. In no event shall either party be liable for consequential, incidental, special, or punitive damages.

ENTIRE AGREEMENT

This Business Technical Offer, together with any attachments and accepted statements of work, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior negotiations, representations, and agreements, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

OFFER VALIDITY & ACCEPTANCE

This Offer is valid for a period of: from the Offer Date unless earlier withdrawn in writing. Acceptance of this Offer by Client shall be evidenced by signature below and, upon acceptance, this Offer will become a binding agreement between the parties subject to the terms herein.

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