Offer Acceptance and Rejection Letter

Offer Acceptance and Rejection Letter

Parties and Offer

Offeror Name:

Recipient Name:

Offer Reference/ID:    Offer Date:

WHEREAS

WHEREAS, Offeror extended an offer described above to Recipient on the Offer Date for the provision of services or engagement of services described herein; and

WHEREAS, Recipient has reviewed the terms of the offer and now elects to indicate acceptance in full, acceptance subject to conditions, or rejection of the offer in accordance with the options and certifications below; and

WHEREAS, the parties intend that this document, upon counter-signature where required, will serve as written record of acceptance, conditional acceptance, or rejection of the Offer and will govern the initial relationship between Offeror and Recipient.

Election

I hereby (select one):

Accept the Offer as presented in full and consent to proceed under the terms set forth below. Conditionally accept the Offer subject to the modifications stated in the Conditional Terms field below; conditional acceptance serves as a counteroffer unless the Offeror expressly confirms in writing. Reject the Offer in its entirety. If rejecting, provide reason below.

Scope of Work

Provide a concise description of the services or deliverables that are the subject of the Offer. This description defines the initial scope to be performed if the Offer is accepted.

Payment Terms

Late Payment Fee:    Payment Due Days After Invoice:

Term and Termination

Term Start Date:    Term End Date (if applicable):

Either party may terminate this engagement upon written notice to the other party delivered at least days prior to the intended termination date. Termination for material breach shall be effective immediately if the breaching party fails to cure within a commercially reasonable period or any cure period expressly provided in this document.

Confidentiality

Each party acknowledges that, in the course of performing under an accepted Offer, it may receive or become exposed to Confidential Information of the other party. Confidential Information means non-public information that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party agrees to:

(a) hold the other party's Confidential Information in strict confidence and not disclose it to any third party except as required by law or as expressly permitted in writing; (b) use Confidential Information solely to perform obligations under an accepted Offer; and (c) take reasonable measures to prevent unauthorized disclosure, which measures shall be no less protective than those it uses for its own confidential information of a similar nature. Confidentiality obligations survive termination for a period of two (2) years, unless otherwise agreed in writing.

Governing Law

This Letter and any accepted Offer shall be governed by and construed in accordance with the laws of the state or jurisdiction specified below, without regard to conflict of law principles.

Entire Agreement

This Letter, together with any accepted Offer and any written modifications thereto executed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations and understandings, whether written or oral. No amendment to this Letter will be effective unless it is in writing and signed by duly authorized representatives of both parties.

Certifications and Notices

By signing below, the signatory certifies that they are authorized to bind the party on whose behalf they sign, that the information provided in this Letter is true and complete to the best of their knowledge, and that if acceptance is indicated, such acceptance is intended to create a binding obligation as described herein unless expressly conditioned.

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