Legal Draft Offer Template

LEGAL DRAFT OFFER TEMPLATE

This Draft Offer ("Offer") is made as of Effective Date: by and between Offeror Name: with a principal place of business at Offeror Address: and Offeree Name: with a principal place of business at Offeree Address: .

RECITALS

WHEREAS, Offeror possesses expertise, personnel and resources related to the provision of the services and deliverables described herein; and

WHEREAS, Offeree desires to procure the services and deliverables on the terms set forth in this Offer and Offeror is willing to provide the same subject to the conditions contained in this Offer; and

WHEREAS, the parties intend that this Offer, upon acceptance in accordance with Section 3, will constitute a binding agreement between them.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

In this Offer, unless the context otherwise requires, the following terms shall have the meanings set forth below. "Acceptance Deadline" means the date and time by which Offeree must accept this Offer as set forth in Section 3. "Deliverables" means the tangible or intangible items to be delivered by Offeror as described in the Scope of Services. "Confidential Information" has the meaning set forth in Section 6.

2. OFFER

Offeror hereby offers to provide the services and deliverables described in the Scope of Services attached hereto and incorporated by reference. The material terms of the Offer are set forth in Sections 4 and 5 and in the Scope of Services. This Offer is subject to the conditions precedent set forth in Section 8.

3. ACCEPTANCE

This Offer shall remain open for acceptance by Offeree until Acceptance Deadline: . Acceptance shall be effective only upon receipt by Offeror of a fully executed counterpart of this Offer or other written notice of acceptance that unambiguously references this Offer and the material terms herein. If Offeree fails to accept by the Acceptance Deadline, this Offer shall terminate automatically without further action by either party.

4. TERM AND TERMINATION

The term of any resulting agreement shall commence on the Effective Date and continue until completion of the Deliverables unless earlier terminated as provided herein. Either party may terminate for material breach by the other party if the breaching party fails to cure such breach within thirty (30) days after written notice. Termination shall not relieve either party of obligations accrued prior to the effective date of termination.

5. CONSIDERATION; PAYMENT

As full consideration for the performance of the services and delivery of the Deliverables, Offeree shall pay Offeror the fees set forth in the Fee Schedule. Payment terms: . All payments shall be made in lawful currency and are exclusive of taxes. Unless otherwise expressly stated, Offeree shall be responsible for all sales, use and similar taxes.

6. CONFIDENTIALITY

Each party shall maintain in confidence all Confidential Information disclosed by the other party and shall not use such Confidential Information except to perform its obligations or exercise its rights under this Offer. Confidential Information shall not include information that is or becomes publicly available without breach, was known to the receiving party prior to disclosure, or is independently developed. The obligations of confidentiality shall survive termination for a period of three (3) years.

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power and authority to enter into this Offer, that the execution and performance of this Offer will not violate any other agreement, and that it will perform its obligations in a professional and workmanlike manner. Offeror further warrants that the Deliverables shall materially conform to the descriptions in the Scope of Services for a period of ninety (90) days following delivery.

8. CONDITIONS PRECEDENT

The obligations of Offeror to commence performance are subject to the satisfaction of the following conditions precedent: (a) Offeree's payment of any required deposit; (b) receipt by Offeror of all necessary information and approvals reasonably required for performance; and (c) execution of any ancillary documents expressly required by Offeror. If conditions precedent are not satisfied within thirty (30) days, either party may terminate this Offer without liability except for obligations accrued prior to termination.

9. INDEMNIFICATION

Each party (Indemnifying Party) shall indemnify, defend and hold harmless the other party (Indemnified Party) from and against any losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of third-party claims to the extent such claims result from the Indemnifying Party's breach of this Offer, gross negligence or willful misconduct.

10. LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or indemnification obligations, neither party shall be liable to the other for special, incidental, indirect or consequential damages, and the aggregate liability of either party arising out of this Offer shall not exceed the total fees paid by Offeree under the applicable Statement of Work during the twelve (12) month period preceding the claim.

11. NOTICES

All notices required or permitted under this Offer shall be in writing and shall be delivered by hand, by nationally recognized overnight courier, or by certified mail, return receipt requested, to the parties at the addresses set forth below or at such other address as either party may specify by notice to the other.

12. GOVERNING LAW

This Offer and any agreement resulting from its acceptance shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

13. ENTIRE AGREEMENT

This Offer, together with any exhibits and any executed acceptance, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, agreements, representations and understandings, whether written or oral.

14. SEVERABILITY

If any provision of this Offer is held to be invalid, illegal or unenforceable under applicable law, such provision shall be struck and the remaining provisions shall remain in full force and effect and shall be construed so as to effectuate the original intent of the parties to the fullest extent permitted by law.

15. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Offer shall be effective unless in writing and signed by authorized representatives of both parties. The failure of either party to enforce any provision shall not constitute a waiver of future enforcement of that or any other provision.

16. COUNTERPARTS

This Offer may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures provided by electronic transmission shall be binding.

17. MISCELLANEOUS

The parties acknowledge that the relationships contemplated by this Offer are that of independent contractors and nothing in this Offer shall be construed to create a partnership, joint venture, employment, or agency relationship. Headings are for convenience only and shall not affect interpretation.

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