Software Service Quote

SOFTWARE SERVICE QUOTE

Parties and Identifiers

Quote Number:     Quote Date:

Provider Name:

Client Name:

WHEREAS

WHEREAS, Provider is engaged in the business of designing, developing, integrating, hosting and maintaining software applications and associated services; and

WHEREAS, Client desires to obtain from Provider the software services and deliverables described herein, and Provider is willing to provide such services and deliverables under the terms set forth in this Quote; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, Provider submits this Quote to Client on the terms and conditions set forth below.

Scope of Work

Primary Deliverables and Acceptance Criteria are as set forth above and will be deemed accepted when Client provides written acceptance or fails to provide written rejection specifying material deficiencies within business days of delivery.

Itemized Services & Pricing

Payment Terms

Payment Amount:

Late Payment Fee: . Provider reserves the right to suspend services for overdue balances exceeding days.

Term and Termination

Term Commencement Date:     Term Expiration Date:

Either party may terminate this engagement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Provider may terminate immediately upon material breach by Client that remains uncured for ten (10) days after written notice. Termination does not relieve Client of the obligation to pay for services performed and non‑cancellable commitments incurred prior to termination.

Confidentiality

Each party acknowledges that in the course of the engagement it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information. Each party shall: (a) use Confidential Information solely for performance of this Quote; (b) not disclose Confidential Information to third parties except to employees, contractors or advisors with a need to know who are bound by confidentiality obligations no less restrictive than those herein; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than a reasonable standard of care.

The obligations in this clause survive termination for a period of following disclosure, except that trade secrets shall remain protected for as long as they qualify as trade secrets.

Limitation of Liability

Except for liability arising from breach of confidentiality, willful misconduct or gross negligence, and intellectual property indemnity obligations, each party's aggregate liability to the other arising out of or related to this Quote shall not exceed the total fees paid to Provider under this Quote. In no event shall either party be liable for indirect, incidental, special or consequential damages, including lost profits.

Governing Law

This Quote and any dispute arising out of it shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to conflict of law principles. Venue for any action shall be the competent state or federal courts located in that jurisdiction.

Entire Agreement

This Quote, together with any incorporated schedules, exhibits and accepted change orders, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendments must be in writing and signed by authorized representatives of both parties.

Acceptance of Quote

This Quote is valid until . By signing below, Client accepts this Quote and agrees to the terms and conditions set forth herein.

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