Service Work Proposal Template

SERVICE WORK PROPOSAL

RECITALS

WHEREAS, Client Name: (the "Client") desires to obtain certain services described below; and

WHEREAS, Service Provider Name: (the "Service Provider") represents that it has the experience, skills, and resources to perform such services under the terms set forth herein; and

WHEREAS, the parties wish to set forth the scope, payment terms, and other terms governing the provision of services effective as of Effective Date: .

SCOPE OF WORK

The Service Provider will provide the services described below in a professional manner consistent with industry standards. Description of Services (provide specific tasks, milestones, deliverables and acceptance criteria):

DELIVERABLES & SCHEDULE

Deliverables, schedule and acceptance criteria. Use additional sheets if required.

PAYMENT TERMS

The Client agrees to pay the Service Provider in accordance with the following terms:

All amounts payable under this Proposal are exclusive of sales, use, value-added, and other applicable taxes. The Client shall pay any taxes legally required to be collected or paid by the Service Provider in connection with the services, except for taxes on the Service Provider's income.

TERM AND TERMINATION

Term: This Proposal commences on Start Date: and continues until End Date: , unless earlier terminated as provided herein.

Termination: Either party may terminate this Proposal for convenience upon providing Notice Period (days): days' written notice to the other party. Either party may terminate immediately for material breach if such breach is not cured within 14 days after written notice specifying the breach. Termination shall not relieve the Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") 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.

Obligations: The Receiving Party shall (a) use Confidential Information solely for performance under this Proposal; (b) limit disclosure to employees, contractors or agents who have a need to know and who are bound by obligations no less protective than those herein; and (c) exercise at least reasonable care to protect Confidential Information from unauthorized disclosure. Confidential Information does not include information that: (i) is or becomes publicly known through no breach by the Receiving Party; (ii) was known to the Receiving Party prior to disclosure; (iii) is rightfully received from a third party without an obligation of confidentiality; or (iv) is independently developed without use of the Disclosing Party's Confidential Information.

Remedies: The Receiving Party acknowledges that breach of this section may cause irreparable harm for which monetary damages would be inadequate and that the Disclosing Party shall be entitled to equitable relief, including injunction, in addition to any other remedy available at law.

Mutual confidentiality    One-way confidentiality (Service Provider bound)

GOVERNING LAW

This Proposal shall be governed by and construed in accordance with the laws of Governing State: without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes.

ENTIRE AGREEMENT

This Proposal, together with any attachments 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, or representations, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties. Neither party may assign its rights or obligations under this Proposal without the prior written consent of the other party, except that the Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

NOTICES

All notices, invoices and other communications required or permitted hereunder shall be in writing and delivered to the addresses below or to such other address as a party may designate in writing in accordance with this section.

ADDITIONAL PROVISIONS

Independent Contractor: The Service Provider is an independent contractor and not an employee, agent, or partner of the Client. Nothing in this Proposal creates any fiduciary duty or employment relationship. The Service Provider is responsible for all taxes, withholdings, and employee benefits for its personnel.

Insurance and Compliance: The Service Provider shall maintain appropriate insurance coverages and comply with all applicable laws, regulations, and industry standards in performing the services.

Acceptance: Deliverables shall be deemed accepted when the Client provides written acceptance or fails to provide detailed written rejection within 10 business days after delivery, provided the rejection specifies the nonconformities.

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