Quality Mark Improvements Proposal

Quality Mark Improvements Proposal

Service Provider Name:    Client Name:    Proposal Date:

Recitals

WHEREAS, Service Provider is engaged in the business of evaluating, designing and implementing quality mark improvement measures, including process upgrades, documentation enhancement, and staff training as set forth in this Proposal; and

WHEREAS, Client desires to retain Service Provider to perform the improvements described in the Scope of Work under the terms and conditions set forth herein; and

WHEREAS, the parties intend for this Proposal, upon acceptance and signature, to constitute a binding agreement for the performance of the described improvements.

Scope of Work

Service Provider will perform the following services to improve Client's quality mark program. Services will be performed in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the services described in this Proposal. All fees are exclusive of taxes unless otherwise stated.

Service Provider will submit invoices in accordance with the Payment Schedule. Client shall pay all undisputed invoices within days of receipt. Undisputed amounts not paid when due shall accrue interest at the rate of per month (or the maximum permitted by applicable law), plus any costs of collection.

Term and Termination

This Agreement commences on the Start Date and, unless earlier terminated in accordance with this Agreement, continues until the End Date or until completion of the Scope of Work, whichever occurs later.

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within 15 days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for Services performed and expenses incurred prior to the effective date of termination.

Confidentiality

Each party shall maintain the confidentiality of Confidential Information disclosed by the other party in connection with this Proposal. "Confidential Information" means nonpublic 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. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, is rightfully received from a third party without a duty of confidentiality, or is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

The receiving party may disclose Confidential Information to its employees, contractors and advisors with a need to know, provided that such persons are bound by confidentiality obligations no less protective than those set forth herein. Upon termination or written request, the receiving party shall return or destroy Confidential Information as directed by the disclosing party and certify such return or destruction in writing.

By checking this box, the undersigned acknowledges receipt of Confidential Information and agrees to be bound by the confidentiality obligations set forth above.

Representations and Warranties

Each party represents that it has the full power and authority to enter into this Agreement and perform its obligations hereunder. Service Provider warrants that services will be performed in a professional manner consistent with prevailing industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Limitation of Liability

Except for liability arising from gross negligence or willful misconduct, and except for payment obligations, in no event shall either party be liable for consequential, incidental, special or punitive damages. The aggregate liability of either party for any claim arising out of or relating to this Agreement shall not exceed the total amount paid to Service Provider under this Agreement.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located in the designated state, and each party consents to personal jurisdiction and venue therein.

Entire Agreement

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

Notices

All notices required or permitted under this Agreement must be in writing and delivered to the addresses set forth below. Notices shall be deemed given upon personal delivery, confirmed electronic delivery, or three days after deposit with a nationally recognized overnight courier.

Acceptance

By signing below, the parties acknowledge and agree that they have read and understand this Proposal, and agree to be bound by its terms. Execution by electronic signature or facsimile shall be effective to bind the parties.

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