Pricing Proposal Document

PRICING PROPOSAL DOCUMENT

Parties and Proposal Details

Client Name:

Service Provider Name:

Effective Date:

Recitals

WHEREAS, Client desires to engage Service Provider to perform the services and deliverables described below pursuant to the terms and pricing set forth in this Pricing Proposal; and

WHEREAS, Service Provider has the experience and capability to perform the services and offers to provide such services on the terms and conditions contained in this Proposal; and

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

Scope of Work

Deliverables, acceptance criteria, milestones, and any exclusions must be set forth in the Scope of Work above. Any material change to scope will require a written Change Order signed by both parties and may result in an adjustment to price and schedule.

Pricing Summary

Itemized Prices

Item 1 Description:   Qty:   Unit Price: $

Item 2 Description:   Qty:   Unit Price: $

Item 3 Description:   Qty:   Unit Price: $

Payment Terms

Client shall pay Service Provider the Total Proposed Price in accordance with the following schedule unless otherwise agreed in writing:

Deposit: due upon execution of this Proposal.

Milestone Payments:

Final Payment: due upon final acceptance of deliverables.

Late Payment: unpaid amounts will accrue interest at (or the maximum permitted by law), plus any costs of collection, including reasonable attorneys' fees.

Check    Wire Transfer / ACH    Credit Card

Term and Termination

This Proposal and the obligations hereunder begin on the Start Date: and continue until the End Date: or until completion of the Scope of Work, unless earlier terminated in accordance with this section.

Either party may terminate this Proposal for convenience upon days' prior written notice. Either party may terminate immediately for material breach if the breaching party fails to cure the breach within days after receipt of written notice of such breach.

Upon termination, Client shall pay Service Provider for all work performed and approved expenses incurred through the effective date of termination, pro rata for any partially completed milestone, and Service Provider shall deliver any completed work to Client following receipt of payment.

Confidentiality

Each party acknowledges that it may receive Confidential Information from the other. "Confidential Information" means non-public information disclosed in writing or otherwise that is designated confidential or that, given its nature or manner of disclosure, reasonably should be understood to be confidential. Each party shall: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) use Confidential Information solely for the purposes of performing its obligations under this Proposal. Confidentiality obligations shall not apply to information that is or becomes publicly available other than through a breach of this Proposal or is independently developed without reference to the other party’s Confidential Information.

Warranties and Liability

Service Provider warrants that it will perform services in a professional and workmanlike manner in accordance with industry standards. EXCEPT FOR THE EXPRESS WARRANTY STATED IN THIS PARAGRAPH, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF SERVICE PROVIDER ARISING OUT OF OR RELATED TO THIS PROPOSAL SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT UNDER THIS PROPOSAL DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

Governing Law and Dispute Resolution

This Proposal shall be governed by and construed in accordance with the laws of the State of without regard to conflict-of-law principles. Any dispute arising under this Proposal shall first be subject to good faith negotiation between authorized representatives. If unresolved within thirty (30) days, the dispute shall be resolved by binding arbitration in accordance with the commercial arbitration rules generally applicable to business disputes, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction.

Entire Agreement

This Proposal, including any exhibits and agreed Change Orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous proposals, negotiations, representations, and agreements, whether written or oral. No amendment or modification of this Proposal is binding unless in writing and signed by both parties.

Acceptance

By signing below, each party acknowledges that it has read, understands, and agrees to be bound by the terms of this Pricing Proposal Document and authorizes the performance of the Scope of Work described herein.

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