Business Website Integration Proposal

Business Website Integration Proposal

Proposal Date:    Proposal Number:

Parties

Recitals

WHEREAS, the Client operates a website and related online services that require technical integration to support business objectives, and the Provider represents that it has the technical skills and personnel necessary to perform such integration; and

WHEREAS, the Client desires to engage the Provider to perform the services described in this Proposal and the Provider agrees to provide such services pursuant to the terms and conditions set forth herein.

Project

Scope of Work

The Provider shall perform the following services and deliverables in accordance with the specifications and schedule set forth below. The Scope of Work may include planning, development, testing, deployment, and post-deployment support as described.

Deliverables and Milestones

The Provider shall deliver the following milestones. Amounts are payable per the Payment Terms below.

Payment Terms

The Client shall pay the Provider in accordance with the following payment provisions. All amounts are due in U.S. dollars unless otherwise agreed in writing.

Invoices shall be submitted electronically to the Client contact specified above. Unless otherwise stated, payments are due within the invoice term specified in the Payment Schedule. If Client disputes an invoice in good faith, Client must provide written notice within ten (10) days and both parties will negotiate in good faith while undisputed amounts remain payable.

Term and Termination

This Agreement commences on the Start Date and continues until completion of the Services or the End Date, whichever occurs first, unless earlier terminated as set forth below.

Start Date:    End Date:

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within the notice period specified above following written notice. Provider may suspend performance if Client fails to make payments when due; such suspension will not relieve Client of payment obligations.

Confidentiality

"Confidential Information" means non-public information disclosed by either party related to business, technical, or financial information, trade secrets, customer lists, and any information marked confidential or that reasonably should be understood to be confidential. Each party agrees to: (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not disclose Confidential Information to any third party except to employees, contractors, or advisors on a need-to-know basis who are bound by confidentiality obligations; and (c) use Confidential Information solely to perform obligations under this Agreement.

Representations; Limitation of Liability

Each party represents that it has the authority to enter this Agreement. Provider warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT FOR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties shall attempt to resolve disputes by good faith negotiation; if unresolved, disputes shall be resolved in state or federal courts located in the same state specified above.

Entire Agreement; Amendments

This Proposal, together with any incorporated attachments and exhibits, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements and understandings. No amendment or modification shall be effective unless made in writing and signed by authorized representatives of both parties.

Acceptance

By signing below, the parties acknowledge and agree that this Proposal shall become a binding contract upon acceptance by both parties and payment of any required deposit. All representations, schedules, and attachments referenced herein are incorporated by reference.

Sign Now