Intranet Design Proposal

INTRANET DESIGN PROPOSAL

This Intranet Design Proposal (the "Proposal") is made and entered into by and between Client Name: and Service Provider: . Effective Date: .

WHEREAS

WHEREAS, Client requires a professionally designed and implemented internal intranet platform to centralize communications, documentation, and collaboration across Client's organization (the "Project"); and

WHEREAS, Service Provider possesses the expertise, personnel, and technical resources necessary to design, develop, test, and deliver the intranet described in this Proposal to Client under the terms and conditions set forth herein; and

WHEREAS, the parties wish to set forth the scope, fees, schedule, and other material terms governing the engagement.

SCOPE OF WORK

Service Provider will perform the design, development, configuration, testing, and deployment tasks necessary to deliver a functional intranet. Specific responsibilities include the following deliverables, acceptance criteria, and milestones as described below.

PAYMENT TERMS

In consideration for the services described in this Proposal, Client agrees to pay Service Provider the fees and on the schedule set forth below. All amounts are payable in U.S. dollars unless otherwise agreed in writing.

Unless otherwise specified in the payment schedule above, invoices are due within days of invoice date. Late payments shall accrue interest at percent per month (or the maximum permitted by law), computed monthly on any unpaid balance. Client is responsible for any taxes assessed in connection with the services, excluding taxes based on Service Provider's net income.

TERM AND TERMINATION

This engagement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Proposal for convenience upon providing the other party with written notice of termination at least days prior to the effective termination date. In the event of termination for cause due to a material breach that is not cured within thirty (30) days after written notice, the non-breaching party may terminate immediately. Upon termination, Client shall pay Service Provider for all services performed and reasonable costs incurred through the termination date, and Service Provider shall deliver all work in progress to Client, subject to payment.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by a party ("Discloser") to the other party ("Recipient") in connection with this Proposal, whether oral, written or electronic, including business plans, user data, specifications, designs, and pricing. Recipient shall (i) use Confidential Information solely to perform its obligations under this Proposal; (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (iii) not disclose Confidential Information to any third party except to employees, contractors, or advisors who need to know such information and who are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that is: (a) publicly known without breach of this Proposal by Recipient; (b) rightfully received from a third party without restriction; (c) independently developed by Recipient without use of Discloser's Confidential Information; or (d) required to be disclosed by law, provided Recipient gives Discloser prompt written notice and cooperates to seek protective measures.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, upon full payment of all amounts due, Service Provider assigns to Client all right, title, and interest in deliverables specifically created for Client under this Proposal (the "Work Product"). Service Provider retains ownership of its pre-existing tools, libraries, templates, and methodologies and grants Client a non-exclusive, worldwide, royalty-free license to any such pre-existing materials incorporated in the Work Product solely to the extent necessary for Client's use of the Work Product. Service Provider warrants that to the best of its knowledge the Work Product will not infringe third-party intellectual property rights.

LIMITATION OF LIABILITY

EXCEPT FOR A PARTY'S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS PROPOSAL. EACH PARTY'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF THIS PROPOSAL SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS PROPOSAL DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

GOVERNING LAW

This Proposal shall be governed by and construed in accordance with the laws of without regard to its conflict of law principles. The parties consent to the jurisdiction of the courts located in that state for any action arising from this Proposal.

ENTIRE AGREEMENT

This Proposal, together with any attachments, exhibits, or mutually executed statements of work, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral. Any amendment or modification to this Proposal must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Notices required under this Proposal shall be delivered in writing to the addresses provided by the parties. If any provision of this Proposal is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Proposal without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

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