Project Proposal Questionnaire

PROJECT PROPOSAL QUESTIONNAIRE

Parties and Project Identification

Client Name:

Recitals

WHEREAS, Client seeks to retain a qualified service provider to deliver the project described in this Questionnaire and to define key requirements, deliverables and commercial terms; and

WHEREAS, Proposer represents that it has the expertise, personnel and capacity to perform the work described and agrees that responses in this Questionnaire will inform the scope, fees and schedule for a subsequent binding agreement; and

NOW, THEREFORE, Client and Proposer submit the following information and confirm that the facts and representations set forth in this Questionnaire are true and complete to the best of their knowledge.

Project Overview

Scope of Work

Provide a detailed description of tasks, deliverables, acceptance criteria and any assumptions that will form the basis of the Statement of Work.

Deliverables & Milestones

List up to three primary milestones, their deliverables and expected completion dates.

Payment Terms

Total Proposed Fee:

Late Payment Fee (if unpaid beyond due date):

Term and Termination

Proposed Start Date:    Proposed End Date:

Either party may terminate for material breach if breach is not cured within days after written notice. Termination for convenience requires days' prior written notice.

Confidentiality

The parties acknowledge that each may disclose Confidential Information. Confidential Information means non-public business, technical or financial information disclosed in connection with the Project. Each party shall (i) use Confidential Information only for evaluating or performing the Project, (ii) protect it with at least the same degree of care used to protect its own confidential materials, and (iii) not disclose it to third parties except as required by law or to those employees or contractors with a need to know who are bound by confidentiality obligations. Confidentiality obligations shall survive termination for a period of three (3) years, unless a longer statutory period applies.

Yes No

Representations, Warranties & Liability

Proposer represents that it has the professional skill and experience to perform the services described and will perform in a workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING, ALL WARRANTIES ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES. The parties may agree separately to a cap on direct damages in the final agreement.

Governing Law; Entire Agreement

This Questionnaire and any subsequent agreement resulting from it shall be governed by the laws of the state selected by the parties. The parties intend that the final Statement of Work and full agreement will set forth the complete allocation of rights and obligations; this Questionnaire constitutes part of the parties' negotiations and, if incorporated into a written contract, will be read in the context of that contract. Except as expressly set forth in a later definitive agreement signed by both parties, responses in this Questionnaire are not intended to create binding obligations for performance, except for representations concerning Confidential Information and the accuracy of disclosed information.

Additional Information

Acknowledgement and Authorization

By signing below, the undersigned represent and warrant that they are authorized to provide the information set forth in this Questionnaire on behalf of their respective parties, that the information is true and complete to the best of their knowledge, and that the parties intend to negotiate and execute a definitive agreement incorporating the material terms set forth here. This Questionnaire does not by itself obligate either party to perform work unless and until a mutually executed Statement of Work or other agreement is signed.

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