Subscription Fee Quote

SUBSCRIPTION FEE QUOTE

Quote Number:     Effective Date:     Expiration Date:

Parties

Recitals

WHEREAS, Provider is engaged in the business of supplying software subscription services and related support and maintenance as described herein; and

WHEREAS, Subscriber desires to obtain a subscription to Provider's services on the terms and pricing set forth in this Subscription Fee Quote and Provider is willing to provide such subscription subject to the terms herein and any subsequently executed subscription agreement; and

NOW, THEREFORE, Provider sets forth the subscription offering, pricing and material terms below. Acceptance of this Quote by Subscriber constitutes agreement to the fees and terms set forth herein.

Scope of Work

Subscription Details

Plan Name:     Term Length:

Service Commencement Date:     Service End Date:

Fee Summary & Payment Terms

Base Subscription Fee: $     Billing Frequency: Monthly Quarterly Annually

One-time Setup Fee: $     One-time Discount: $

Applicable Taxes (%):     Total Initial Due: $

Late Payment Fee:     Payment Methods Accepted: ACH Credit Card Invoice

Term and Termination

Term Start Date:     Term End Date:

Renewal: Unless otherwise stated in an executed subscription agreement, this Quote's subscription shall automatically renew for successive terms of equal duration at Provider's then-current fees unless Subscriber provides written notice of non-renewal at least prior to the end of the then-current term.

Termination for Cause: Either party may terminate upon material breach by the other party if such breach is not cured within after written notice specifying the breach. Termination shall not relieve Subscriber of its obligation to pay accrued fees through the effective date of termination.

Confidentiality

Each party acknowledges that in the course of performing its obligations it may receive Confidential Information of the other party. "Confidential Information" means non-public business or technical information disclosed in any form that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party agrees (a) to use Confidential Information solely for the purposes of evaluating and performing under this Quote and any related subscription agreement; (b) not to disclose Confidential Information to any third party except to employees, agents and contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) to take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information does not include information that is or becomes publicly known through no fault of the receiving party, was known to the receiving party prior to disclosure, or is independently developed.

Governing Law; Entire Agreement

Governing Law: This Quote shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

Entire Agreement: This Subscription Fee Quote, together with any subsequently executed subscription agreement referenced herein, constitutes the entire understanding between the parties with respect to the subject matter and supersedes all prior proposals, representations and agreements, whether written or oral. Any modifications to the terms of this Quote must be made in a writing signed by authorized representatives of both parties.

Acceptance

By signing below, Subscriber acknowledges acceptance of this Subscription Fee Quote and agrees to pay the fees and comply with the terms set forth herein. This Quote becomes binding upon signatures of authorized representatives of both parties.

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