Client Quote Questionnaire

CLIENT QUOTE QUESTIONNAIRE AND QUOTE ACCEPTANCE

Client Name:   Company:

WHEREAS

WHEREAS, Service Provider: is in the business of providing professional services and has represented its qualifications to Client;

WHEREAS, Client has requested a written description of proposed services, estimated costs, and terms for the project described herein and agrees to provide the information necessary for accurate quoting and performance; and

WHEREAS, the parties intend for this Questionnaire, together with the Quote Terms contained below, to form the basis for a binding Quote and subsequent Service Agreement upon mutual execution.

SCOPE OF WORK (Client to describe desired services)

PROJECT DETAILS

PAYMENT TERMS

Proposed Total Fee (USD):   Currency:

Invoicing Frequency:   Net Payment Terms:

Late Payment Fee: — Late fees accrue on unpaid balances following the Net Payment Terms.

TERM AND TERMINATION

Agreement Start Date:   Estimated End Date:

Either party may terminate for convenience upon days' prior written notice. Termination for cause may occur immediately for material breach if the breaching party fails to cure within days after written notice.

CONFIDENTIALITY

Each party acknowledges that during performance it may receive Confidential Information. "Confidential Information" means non-public information disclosed in any form that is designated confidential or that a reasonable person would understand to be confidential. Receiving party shall: (a) hold Confidential Information in confidence using no less than a reasonable degree of care; (b) use Confidential Information only for purposes of performing under this Quote; and (c) not disclose Confidential Information to third parties except to employees, agents, or contractors who have a need to know and who are bound by confidentiality obligations. Confidentiality obligations do not apply to information that is publicly known, rightfully received from a third party without obligation, independently developed, or required to be disclosed by law, provided receiving party gives prompt notice and cooperates to limit disclosure.

GOVERNING LAW; DISPUTE RESOLUTION

This Questionnaire, the Quote, and any resulting Agreement shall be governed by the laws of the jurisdiction specified by Client location: without regard to its conflicts of law rules. Parties agree to attempt mediation prior to initiating litigation for disputes arising from this Quote.

ENTIRE AGREEMENT

This Questionnaire together with the written Quote issued by Service Provider and any exhibits constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior negotiations, representations, or agreements, whether written or oral. Any modification must be in writing and signed by both parties.

ADDITIONAL REQUIREMENTS / NOTES

Client acknowledges that the information provided in this Questionnaire is accurate to the best of Client's knowledge and that material changes may require an adjustment to pricing or schedule. By checking the box below and signing, Client requests a formal Quote based on the foregoing and agrees to the Payment Terms and other provisions herein upon acceptance of the final Quote.

  I authorize Service Provider to prepare a formal Quote based on this Questionnaire and I acknowledge the Payment Terms described above.

QUOTE ACCEPTANCE (SERVICE PROVIDER USE)

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