Business Web Portal Proposal

Business Web Portal Proposal

This Business Web Portal Proposal ("Proposal") is entered into as of by and between Client Name: and Provider Name: .

WHEREAS

WHEREAS, Client seeks to engage Provider to design, develop, deploy and maintain a web portal for the Client's business operations (the "Project"); and

WHEREAS, Provider represents that it has the technical expertise, personnel, and other resources necessary to perform the services described in this Proposal and desires to provide such services to Client pursuant to the terms set forth herein.

WHEREAS, the parties desire to set forth the scope, compensation, schedule, and other material terms governing Provider's performance of the Project.

Scope of Work

Provider will perform the services described below. Deliverables include design mockups, development of the portal back-end and front-end, user authentication and roles, administrative tools, integration with specified third-party systems, testing, deployment to Client-designated hosting, and initial training. Detailed tasks, acceptance criteria, and responsibilities are set forth herein.

Project Timeline

Project Commencement:   Estimated Completion:

Payment Terms

Total Project Fee: .

Invoices Due: Net days from invoice date.

Late Fee: If payment is not received within days after the due date, a late fee of % per month (or the maximum permitted by law, whichever is less) will accrue on the outstanding balance.

Nonpayment beyond days may result in suspension of services and retention of deliverables until all amounts are paid in full.

Term and Termination

Term: This Proposal commences on the Project Commencement date specified above and continues until the earlier of completion of the services or , unless earlier terminated in accordance with this section.

Termination for Convenience: Either party may terminate this Proposal for any reason upon providing days' prior written notice. Upon termination for convenience, Client will pay Provider for all work performed and documented expenses incurred through the effective date of termination.

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

Confidentiality

Definition: "Confidential Information" means all non-public information disclosed by one party to the other, whether oral, written, or electronic, that is designated as confidential or reasonably should be understood to be confidential given the nature of the information.

Obligations: Receiving party shall: (a) use Confidential Information solely to perform its obligations under this Proposal; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except to representatives who have a need to know and are bound by confidentiality obligations at least as protective as those herein.

Exclusions: Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) is rightfully received from a third party without restriction; (iii) was known to the receiving party prior to disclosure; or (iv) is independently developed without use of the disclosing party's Confidential Information.

Return or Destruction: Upon written request or termination, receiving party shall return or certify destruction of Confidential Information, except for one archival copy retained to comply with recordkeeping obligations.

Confidentiality Term (years):

Intellectual Property and Licensing

Ownership: Unless otherwise agreed in writing, Client will own custom source code and deliverables created specifically for the Project upon full payment of all amounts due. Provider retains ownership of its pre-existing tools, libraries, frameworks, templates, and trade secrets embodied in the deliverables. Provider grants Client a worldwide, non-exclusive, royalty-free license to any Provider pre-existing materials included in the deliverables solely to use the delivered portal as intended.

Warranties and Liability

Provider warrants that its services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability: EXCEPT FOR LIABILITY ARISING FROM BREACH OF CONFIDENTIALITY, WILLFUL MISCONDUCT, OR GROSS NEGLIGENCE, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES. PROVIDER'S AGGREGATE LIABILITY FOR CLAIMS ARISING FROM THIS PROPOSAL WILL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS PROPOSAL.

Governing Law

This Proposal will be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. Venue for any dispute will be in the state or federal courts located in that jurisdiction.

Entire Agreement

This Proposal, together with any attachments, exhibits, or statements of work referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications. Any amendment or modification must be in writing signed by both parties.

Contact and Notice Information

Acceptance

By signing below, Client and Provider acknowledge that they have read, understand, and agree to be bound by the terms of this Proposal and that the services and fees described above are authorized.

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