HyFlex Business Proposal

HyFlex Business Proposal

Proposal Date:    Proposal No.:

Parties

Recitals

WHEREAS, Provider maintains expertise in the design, deployment and ongoing support of HyFlex solutions combining synchronous, asynchronous and in-person instructional modalities; and

WHEREAS, Client desires to procure HyFlex design, technology integration, training and ongoing support in accordance with the scope, schedule and fees set forth in this Proposal; and

NOW, THEREFORE, Provider and Client agree as follows, subject to the terms and conditions contained in this Proposal.

Scope of Work

Provider will perform HyFlex services including needs analysis, instructional design, classroom technology integration, instructor training, and post-deployment support. Specific deliverables, acceptance criteria and a proposed schedule are set forth below and in the detailed scope.

Milestones and Schedule

The parties agree the project will be completed according to the milestones below unless modified in writing by mutual agreement.

Payment Terms

Client shall pay Provider the fees set forth below in consideration for the Scope of Work. Unless otherwise stated, all amounts are payable in lawful currency of the United States.

Late payments shall accrue interest at the rate of per month or the maximum permitted by law, whichever is lower. Client shall also reimburse Provider for reasonable collection costs.

Term and Termination

This Proposal commences on the Start Date and, unless earlier terminated in accordance with this section, terminates on the End Date below.

Start Date:    End Date:

Either party may terminate this Proposal for convenience upon prior written notice to the other party of days. Termination for cause is permitted upon material breach if the breaching party fails to cure within days after receipt of written notice specifying the breach.

Confidentiality

Each party shall treat Confidential Information of the other party as proprietary and confidential. "Confidential Information" means non-public business, technical and financial information disclosed in any form that is clearly marked as confidential or would reasonably be understood to be confidential. Receiving party shall: (a) use Confidential Information only for performance under this Proposal; (b) restrict disclosure to employees, contractors and agents with a need to know who are bound by confidentiality obligations no less protective than this clause; and (c) exercise at least the same degree of care as it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that: (i) is or becomes publicly known through no wrongful act; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of Confidential Information; or (iv) is required to be disclosed by law, provided the disclosing party gives prompt notice and cooperates to seek appropriate protective measures.

Intellectual Property

Provider assigns to Client all right, title and interest in and to deliverables specifically created for Client under this Proposal, subject to Client’s timely payment of fees. Provider retains ownership of background intellectual property, tools, know-how and pre-existing materials. To the extent Provider incorporates Provider-owned background materials into deliverables, Provider grants Client a non-exclusive, perpetual, worldwide license to use those materials solely as included in the delivered work.

Change Orders

Any change to the Scope of Work, schedule or fee requires a written change order signed by authorized representatives of both parties. Requests for changes shall be submitted to:

Limitation of Liability and Indemnification

Except for liability arising from willful misconduct or breach of confidentiality, each party's aggregate liability under this Proposal shall be limited to direct damages not to exceed the total amounts paid by Client to Provider under this Proposal in the twelve (12) months preceding the claim. Neither party shall be liable for special, indirect, incidental or consequential damages. Provider shall indemnify and hold Client harmless against third-party claims arising from Provider's gross negligence or willful misconduct in performing the Scope of Work.

Governing Law

This Proposal shall be governed by and construed in accordance with the laws of without regard to conflict of law principles.

Entire Agreement

This Proposal, including any executed change orders and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior proposals, negotiations and agreements, whether written or oral. No amendment or waiver shall be binding unless in writing and signed by authorized representatives of both parties.

Acceptance

By signing below, the parties accept and agree to the terms of this HyFlex Business Proposal and authorize Provider to commence work in accordance with the schedule and payment terms set forth herein.

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