Client Order Proposal

CLIENT ORDER PROPOSAL

Parties and Proposal Details

Proposal Date:    Proposal No.:    Valid Until:

Recitals

WHEREAS, Client Name: desires to procure goods and/or services described herein;

WHEREAS, Service Provider: is willing to furnish such goods and/or services under the terms and conditions set forth in this Proposal;

NOW, THEREFORE, the parties agree as follows.

Scope of Work

Description:    Qty:    Unit Price:    Line Total:

Description:    Qty:    Unit Price:    Line Total:

Description:    Qty:    Unit Price:    Line Total:

Payment Terms

Total Contract Amount: $ .

Payment Schedule: Client shall pay as follows: . Invoices will be issued in accordance with the schedule set forth above.

Deposit Amount (if any): $. Balance due within days of invoice unless otherwise agreed in writing.

Late Payment: Unpaid amounts shall accrue interest at (or the maximum lawful rate), plus a minimum late fee of $.

Taxes and Expenses: Client is responsible for all applicable taxes, duties, and reasonable out-of-pocket expenses incurred by Provider in performance of this Proposal unless otherwise specified:

Term and Termination

Term Commencement Date: . Estimated Completion Date: .

Termination for Convenience: Either party may terminate this Proposal upon days' prior written notice to the other party. Termination for Cause: Either party may terminate immediately for material breach that remains uncured after days' written notice.

Effect of Termination: Upon termination, Provider shall be paid for all work performed and non-cancellable commitments incurred through the effective date of termination. Client shall return confidential materials as required under this Proposal.

Confidentiality

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" includes non-public business information, technical data, pricing, and client lists. Each party shall: (a) hold such information in strict confidence; (b) limit disclosure to employees and contractors who have a need to know and are bound by confidentiality obligations; and (c) not use such information except to perform obligations under this Proposal. Confidential information does not include information that is or becomes publicly available other than by breach of this confidentiality provision or is rightfully received from a third party without restriction.

Governing Law and Dispute Resolution

This Proposal shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall attempt in good faith to resolve disputes by negotiation. If resolution cannot be reached within 30 days, the parties may pursue any remedy available at law or equity in the appropriate court of competent jurisdiction in the named state.

Entire Agreement

This Proposal, together with any attachments and accepted change orders signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior or contemporaneous oral or written agreements, proposals, and communications. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Acceptance

By signing below, the parties acknowledge and agree that this Client Order Proposal is an enforceable agreement containing the terms, scope, and payment provisions set forth above. Any additional work beyond the Scope of Work must be authorized in a written change order signed by both parties.

Client Acceptance: I authorize and accept this Proposal.

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