Consulting Service Quote

CONSULTING SERVICE QUOTE

Quote Number:   Quote Date:   Valid Until:

Recitals

WHEREAS, Client Name: desires to receive professional consulting services as described in this Quote;

WHEREAS, Consultant Name: represents that it has the experience, personnel, and expertise to provide such services under the terms set forth herein;

WHEREAS, the parties intend for this Quote, upon acceptance, to govern the scope, timing, and compensation for the services described below.

Scope of Work

The Consultant will perform the professional services described below in accordance with the standards of the Consultant's profession. The parties agree the Scope of Work is as follows:

Itemized Services and Fees

Service Line 1

Service Line 2 (optional)

Total Quote Amount

Payment Terms

Client shall pay the Consultant the Total Quote Amount in accordance with the following schedule. All amounts are due in U.S. dollars unless otherwise agreed in writing.

Invoices are payable within days of invoice date. Late payments shall incur interest at per month (or the maximum permitted by law), plus any collection costs incurred by Consultant.

Term and Termination

This engagement will commence on: Month Day Year .

The engagement is expected to conclude on: Month Day Year , unless earlier terminated as provided below.

Either party may terminate this engagement for convenience by providing days' prior written notice. For material breach, the non-breaching party may terminate if the breaching party fails to cure within days after receipt of written notice of breach.

Confidentiality

Each party acknowledges that during the course of this engagement it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated as confidential or that reasonably should be understood to be confidential. Each party agrees to (a) restrict disclosure of Confidential Information to employees and agents with a need to know, (b) use Confidential Information solely to perform obligations under this Quote, and (c) take commercially reasonable measures to protect Confidential Information. Confidential Information shall not include information that is publicly known, rightfully received from a third party, or independently developed without use of the other party's Confidential Information. Upon termination, each party shall return or destroy Confidential Information at the disclosing party's request.

Warranties; Limitation of Liability

Consultant warrants that services will be performed in a professional and workmanlike manner in accordance with applicable industry standards. EXCEPT FOR THE FOREGOING, CONSULTANT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CONSULTANT'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS QUOTE SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO CONSULTANT UNDER THIS QUOTE, AND IN NO EVENT SHALL CONSULTANT BE LIABLE FOR CONSEQUENTIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES.

Governing Law and Dispute Resolution

This Quote shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The parties agree to attempt in good faith to resolve disputes promptly by negotiation. If unresolved, disputes shall be resolved by binding arbitration in accordance with the agreed arbitration rules selected by the parties.

Entire Agreement

This Quote constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals, negotiations and communications, whether written or oral. Any amendment or modification to this Quote must be in writing and signed by authorized representatives of both parties.

Acceptance

By signing below, Client accepts this Consulting Service Quote and authorizes Consultant to proceed in accordance with the Scope of Work and Payment Terms set forth herein.

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