Client Proposal Template

Client Proposal Template

This Client Proposal and General Business Agreement (the Agreement) is made and entered into as of Proposal Date:

WHEREAS

WHEREAS, Client Name: desires to procure certain professional services described herein; and

WHEREAS, Service Provider Name: is duly qualified and willing to provide such services under the terms and conditions set forth below.

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

1. Scope of Work

2. Payment Terms

Total Fee: (U.S. Dollars). Payment shall be made in accordance with the schedule selected below.

Deposit: due on

Milestone payments: — Amount: due on

Payment Method:

Late Payment: A late fee of % per month, or the maximum permitted by law, whichever is less, will accrue on all overdue amounts beginning thirty (30) days after invoice date. Client will also reimburse Provider for reasonable collection costs.

3. Term and Termination

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for cause if the other party materially breaches this Agreement and fails to cure such breach within days after receiving written notice. Either party may terminate for convenience upon days' prior written notice.

Upon termination, Provider shall be entitled to payment for all services performed and expenses incurred through the effective date of termination, subject to Client's rights of set-off for any uncured material breach.

4. Confidentiality

Each party agrees to hold in strict confidence and not disclose to any third party any Confidential Information provided by the other party. "Confidential Information" includes non-public business, technical and financial information, but excludes information that (a) is or becomes public through no fault of the receiving party, (b) was rightfully in the receiving party's possession prior to disclosure, or (c) is independently developed without use of the disclosing party's Confidential Information. The obligations of confidentiality shall continue for a period of years following termination of this Agreement.

5. Intellectual Property

Unless otherwise agreed in writing, Provider retains ownership of all pre-existing intellectual property and tools used to perform the services. Client is granted a non-exclusive, non-transferable license to use deliverables solely for Client's internal business purposes upon full payment. Transfer of ownership of any work product to Client will be subject to payment in full and an express written assignment.

6. Change Orders

7. Acceptance & Testing

8. Limitation of Liability and Indemnification

Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability to the other for any claim arising out of this Agreement shall be limited to direct damages not to exceed the total fees paid under this Agreement. Neither party shall be liable for incidental, consequential, special or punitive damages. Client shall indemnify, defend and hold harmless Provider from third party claims arising from Client-supplied materials, delay caused by Client, or Client's misuse of deliverables.

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. Any dispute arising hereunder shall be resolved in the state or federal courts located within that jurisdiction.

10. Entire Agreement

This Agreement, together with any attachments, appendices and executed change orders, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous understandings, representations, negotiations and agreements, whether written or oral, with respect to the subject matter hereof. Any amendment must be in writing and signed by authorized representatives of both parties.

11. Notices

Additional Provisions

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