Institutional Site Proposal Document

Institutional Site Proposal Document

Institution Name:    Proposer Name:

Project Title:    Proposal Number:

Recitals

WHEREAS, Institution operates and maintains institutional properties and related digital and physical site assets and seeks a qualified proposer to provide professional services for the assessment, design, implementation, and support of the Site identified above; and

WHEREAS, Proposer represents that it has the experience, personnel, and resources necessary to perform the services described in this Proposal and agrees to perform such services in accordance with the terms and conditions set forth in this document; and

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

Scope of Work

The Proposer shall provide professional services and deliverables as set forth below. The description must be specific, measurable, and include acceptance criteria for deliverables.

Site audit and assessment    Site design and specifications    Development and configuration    Hosting and maintenance    Training and documentation

Payment Terms

The Institution shall pay the Proposer the fees set forth below in exchange for the Services and Deliverables. Invoices shall reference the Proposal Number and applicable milestone.

Late payments shall incur interest at the lesser of the maximum lawful rate or on the unpaid balance, compounded monthly, plus reasonable collection costs, including attorneys' fees.

Proposer shall submit itemized invoices in accordance with the Payment Schedule. Unless otherwise stated, all fees are exclusive of taxes; Institution is responsible for taxes imposed on fees, excluding taxes based on Proposer's net income.

Term and Termination

This Agreement shall commence on the Effective Date and continue until the completion of the Services unless earlier terminated as provided herein.

Either party may terminate this Agreement for any reason upon written notice to the other party delivered at least days prior to termination. Upon termination for convenience, Institution shall pay Proposer for work performed and accepted through the effective date of termination.

Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

Confidentiality

Each party (the "Receiving Party") shall hold Confidential Information of the other party (the "Disclosing Party") in strict confidence, shall not use Confidential Information for any purpose other than performance under this Agreement, and shall not disclose Confidential Information to any third party except as expressly permitted herein. Confidential Information excludes information that is (a) already known to the Receiving Party without obligation of confidentiality, (b) becomes publicly known through no wrongful act of the Receiving Party, (c) is received from a third party without breach of an obligation of confidentiality, or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The obligations of confidentiality shall survive termination of this Agreement for a period of years, except with respect to trade secrets, for which the duty of confidentiality shall remain in effect for so long as the information qualifies as a trade secret under applicable law.

Representations and Warranties

Each party represents and warrants that it has the full corporate power and authority to enter into this Agreement and to perform its obligations hereunder. Proposer warrants that services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards and the specifications set forth in the Scope of Work.

Limitation of Liability

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special, or punitive damages, and each party's aggregate liability arising out of or related to this Agreement shall not exceed the total fees actually paid by Institution to Proposer under this Agreement.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles. The parties shall first attempt to resolve disputes through good-faith negotiations. If the parties cannot resolve a dispute within 30 days, the dispute shall be submitted to binding arbitration in the mutually agreed jurisdiction, with costs borne as determined by the arbitrator, except that either party may seek injunctive relief in a court of competent jurisdiction to protect its Confidential Information or intellectual property.

Intellectual Property

Unless otherwise agreed in writing, Proposer shall retain ownership of its pre-existing intellectual property and tools. Institution shall receive a perpetual, non-exclusive, non-transferable license to use deliverables for its internal institutional purposes upon full payment. Any third-party software included in deliverables will be licensed under the third party's terms.

Amendment and Entire Agreement

This Agreement, including all attachments and appendices referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Notices

Acceptance

By signing below, the parties confirm that they have read, understood, and agree to be bound by the terms of this Institutional Site Proposal Document.

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