Technology Upgrade Proposal

TECHNOLOGY UPGRADE PROPOSAL

Client Name:   Provider Name:

Client Address:

Proposal Date:   Proposal Reference:

WHEREAS

WHEREAS, Client Name: operates systems and infrastructure that require modernization and enhancement to meet current operational and security requirements;

WHEREAS, Provider Name: possesses the technical expertise and resources to perform hardware, software, network and cloud upgrades, integration, and related professional services described in this Proposal; and

WHEREAS, the parties desire to set forth the services to be performed, compensation, schedule, confidentiality obligations, and other terms governing the Provider's performance and Client's acceptance of deliverables.

SCOPE OF WORK

Provider will perform the services described below and in any appended schedules. Detailed deliverables, acceptance criteria, and milestones will be those set forth in this section and in any mutually executed change orders.

PAYMENT TERMS

Total Fixed Fee:    Currency:

Deposit Required:   Invoices Issued:

Late Payment Fee: . All undisputed amounts not paid within 30 days of invoice are subject to the stated late fee and collection costs, including reasonable attorneys' fees.

Expenses: Provider shall be reimbursed for pre-approved, reasonable out-of-pocket expenses incurred in performance. Reimbursable expenses require receipts and shall be invoiced monthly.

TERM AND TERMINATION

Commencement Date:    Estimated Completion Date:

Either party may terminate for convenience upon written notice to the other party delivered not less than days prior to the effective termination date. Termination for cause may be immediate where a material breach remains uncured for 15 days after written notice.

Effect of Termination: Upon termination, Client will pay Provider for all work performed and documented expenses through the effective date of termination. Provider will deliver all completed work and work in progress, and Client will return any Provider-owned hardware or software media.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public business, technical, or financial information disclosed by one party to the other, whether oral or written, and marked or identified as confidential or that by its nature should reasonably be considered confidential.

Obligations: Receiving party shall (a) use Confidential Information solely to perform obligations under this Proposal; (b) protect it with at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; and (c) not disclose it except to employees, contractors or affiliates with a need to know who are bound by confidentiality obligations at least as protective as this provision.

Exclusions: Confidential Information does not include information that (i) is or becomes public other than by a breach of this Proposal; (ii) was rightfully known by the receiving party prior to disclosure; (iii) is independently developed; or (iv) is required to be disclosed by law, provided the disclosing party is given prompt notice and the disclosure is limited to the extent legally required.

Duration: Confidentiality obligations shall survive termination for a period of years.

INTELLECTUAL PROPERTY

Ownership: Unless otherwise agreed in writing, Provider retains ownership of Provider's pre-existing tools, libraries, processes, and intellectual property. Client shall receive a perpetual, non-exclusive, non-transferable license to use deliverables for Client's internal business purposes upon full payment.

Assignment Option: If Client requires assignment of ownership of custom deliverables, the parties shall document such assignment, and Client agrees to reimburse Provider for additional fees necessary to effect assignment.

WARRANTIES, LIMITATIONS, AND INDEMNIFICATION

Limited Warranty: Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards for a period of 90 days following acceptance. Remedies are limited to re-performance of defective services or, at Provider's option, refund of fees paid for the defective services.

Limitation of Liability: Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability arising out of or related to this Proposal shall not exceed the total amount of fees paid by Client to Provider under this Proposal. Liability cap: .

Indemnification: Each party shall defend, indemnify and hold harmless the other party from third-party claims arising from the indemnifying party's negligence, willful misconduct, or material breach of this Proposal. The indemnified party shall provide prompt written notice of any claim and cooperate in the defense.

GOVERNING LAW AND DISPUTE RESOLUTION

This Proposal shall be governed by and construed in accordance with the laws of: without regard to conflict of law principles. The parties shall endeavor to resolve disputes in good faith through negotiation, and if unresolved, shall submit to the exclusive jurisdiction of courts located in the chosen jurisdiction.

ENTIRE AGREEMENT

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

MISCELLANEOUS PROVISIONS

Force Majeure: Neither party shall be liable for delays or failures due to causes beyond its reasonable control. Affected obligations shall be suspended for the duration of the event and the parties shall mutually agree on adjustments to schedule and deliverables.

Notices: All notices under this Proposal shall be in writing and delivered to the addresses provided above or to such other address as either party designates in writing.

SIGNATURES

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