Client Quoting Sheet

Client Quoting Sheet

Party Identification

Recitals

WHEREAS, Client Name: (the "Client") desires to obtain certain goods or services described herein; and

WHEREAS, Provider Name: (the "Provider") represents that it is qualified to provide such goods or services and has submitted the accompanying quote; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below and other good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows.

Scope of Work

Provider shall perform the services and/or deliver the goods described below in accordance with the terms of this Quoting Sheet. Any changes to the scope must be agreed in writing by authorized representatives of both parties.

Itemized Quote

List each deliverable, quantity, unit price and line total. All monetary amounts are in U.S. dollars unless otherwise specified.

Payment Terms

Client shall pay Provider the Total Amount Due in accordance with the schedule below. All payments are due in cleared funds to the Provider's designated account. Late payments shall accrue interest as set forth below.

Term and Termination

This Quoting Sheet commences on the Start Date and continues until completion of the Scope of Work or the End Date, unless earlier terminated in accordance with this section.

Start Date:     End Date:

Either party may terminate this Quoting Sheet for material breach by the other party if the breaching party fails to cure the breach within days after receipt of written notice. Upon termination, Client will pay Provider for all work performed and expenses incurred up to the effective date of termination.

Confidentiality

"Confidential Information" means information disclosed by either party that is marked confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Each party shall (a) use Confidential Information solely for the performance and administration of this Quoting Sheet; (b) restrict disclosure to those employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) exercise at least the same degree of care in protecting Confidential Information as it uses to protect its own confidential information, but no less than reasonable care. Confidential Information does not include information that is or becomes public without breach, is rightfully received from a third party without restriction, or is independently developed without use of Confidential Information. The confidentiality obligations shall survive termination for a period of three (3) years except with respect to trade secrets, which shall remain protected as long as such information qualifies as a trade secret under applicable law.

Governing Law

This Quoting Sheet shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflict of laws. The parties consent to the exclusive jurisdiction of the state and federal courts located in that state for any action arising out of or relating to this Quoting Sheet.

Entire Agreement

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

Acceptance; Quote Validity

This quote is valid for days from the date of signature below. Acceptance of this Quoting Sheet by the Client is effective upon signature by an authorized representative of the Client and Provider.

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