Business Technology Proposal

BUSINESS TECHNOLOGY PROPOSAL

Proposal Date:

Parties and Recitals

WHEREAS, Client Name: (the "Client") seeks professional technology consulting, implementation and support services; and

WHEREAS, Provider Name: (the "Provider") represents that it has the personnel, expertise, and capacity to provide the requested services in accordance with the terms set forth in this Proposal;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows.

Contact and Project Information

Scope of Work

The Provider shall perform the services described below in a professional and workmanlike manner consistent with industry standards. Deliverables, acceptance criteria, milestones and specific performance standards are set forth in the Scope of Work.

Itemized Services and Fees

Provide an itemized list of services and the corresponding fees. Fees stated are exclusive of applicable taxes unless otherwise indicated.

Payment Terms

Total Fee: $    Deposit: $

Payment shall be due within days of invoice receipt. Late payments shall incur interest at the lesser of the maximum rate permitted by law or % per month on the unpaid balance, plus any collection costs and reasonable attorneys' fees.

Term and Termination

This Proposal shall commence on the Start Date: and shall continue until the End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the intended termination date. Either party may terminate immediately for material breach that remains uncured for thirty (30) days following written notice specifying the breach.

Confidentiality

"Confidential Information" means non‑public information disclosed by one party to the other 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 does not include information that is (i) already known to the receiving party without obligation of confidentiality, (ii) publicly available through no fault of the receiving party, (iii) lawfully received from a third party without restriction, or (iv) independently developed by the receiving party.

The receiving party shall (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information solely to perform obligations under this Proposal; and (c) not disclose Confidential Information to third parties except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations consistent with this provision. Confidentiality obligations shall survive termination for a period of years, except that trade secrets shall be protected for as long as such information qualifies as a trade secret.

Intellectual Property and Licenses

Unless otherwise agreed in writing, Provider grants Client a non-exclusive, non-transferable license to use deliverables for Client's internal business purposes. Provider retains all right, title and interest in pre-existing intellectual property and tools used to create deliverables. To the extent any deliverable incorporates Provider's pre-existing materials, Provider grants a perpetual, royalty-free license to the Client to use those components solely as incorporated in the deliverable.

Warranties; Limitation of Liability

Provider warrants that services will be performed in a professional manner in accordance with generally accepted industry standards. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN THIS PARAGRAPH, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Except for liability arising from gross negligence, willful misconduct or breaches of confidentiality or intellectual property obligations, neither party's aggregate liability arising under or related to this Proposal shall exceed the total amount paid by Client to Provider under this Proposal during the twelve (12) months preceding the event giving rise to the claim.

Governing Law; Dispute Resolution

This Proposal shall be governed by the laws of the State of without regard to conflicts of law principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Proposal through negotiation. If unresolved within thirty (30) days, the parties may pursue any remedy available at law or in equity.

Entire Agreement

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

Acceptance

To accept this Proposal and authorize Provider to proceed, Client must execute and return a signed copy of this Proposal. This Proposal shall remain open for acceptance until , after which Provider may withdraw or revise the terms.

Additional terms, special provisions or attachments (if any) are set forth here:

Sign Now