Service Proposal Bid

Service Proposal Bid

This Service Proposal Bid (the "Bid") is entered into as of Effective Date: by and between Service Provider Name: and Client Name: .

WHEREAS

WHEREAS, the Service Provider is duly qualified and experienced in providing the services described herein and represents that it has the personnel, equipment, and expertise to perform the proposed work in a professional manner consistent with industry standards; and

WHEREAS, the Client desires to engage the Service Provider to perform the services for the project identified as Project Name: under the terms and conditions set forth in this Bid; and

WHEREAS, the parties intend that this Bid, upon Client's acceptance, will constitute a binding agreement setting forth the scope, pricing, schedule, and other material terms of the engagement.

Scope of Work

The Service Provider shall perform the services described below. All services shall be performed in a professional manner consistent with prevailing standards.

Service Line 1 Description: Amount:

Service Line 2 Description: Amount:

Service Line 3 Description: Amount:

Payment Terms

Total Proposal Price (not inclusive of taxes unless otherwise stated): .

Late Payment: Any undisputed amount not paid within days of the invoice due date shall accrue a late fee of % per month, or the maximum permitted by law, whichever is less.

Term and Termination

Term Commencement Date: . Expected Completion Date (if any): .

Either party may terminate this Bid for convenience upon days' prior written notice to the other party. Termination for cause may be effected immediately if the breaching party fails to cure a material breach within 14 days of written notice.

Confidentiality

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated confidential or that a reasonable person would understand to be confidential under the circumstances.

The receiving party shall: (a) use Confidential Information solely to perform its obligations under this Bid; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) 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 no less protective than those herein. Confidentiality obligations shall survive termination of this Bid for years.

Representations and Warranties

Each party represents that it has the full power and authority to enter into this Bid and that performance of its obligations will not violate any other agreement. The Service Provider warrants that the services will be performed in a professional and workmanlike manner and, where applicable, in accordance with industry standards for a period of 90 days following delivery of each deliverable. THE FOREGOING WARRANTY IS THE SOLE AND EXCLUSIVE REMEDY FOR BREACH OF WARRANTY.

Limitation of Liability

Except for liability arising from willful misconduct or gross negligence, neither party shall be liable for incidental, consequential, special, or punitive damages. The aggregate liability of either party for claims arising out of this Bid shall not exceed the total fees paid to the Service Provider under this Bid in the 12 months preceding the claim.

Governing Law

This Bid shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. Exclusive venue for disputes shall be the state or federal courts located in the agreed jurisdiction.

Entire Agreement

This Bid, including any schedules, attachments, and accepted change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior discussions, proposals, and agreements. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Acceptance

To accept this Bid, the Client must sign below and return a fully executed copy to the Service Provider. This Bid is valid until unless otherwise extended in writing.

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