Aquamarine Business Proposal

Aquamarine Business Proposal

Parties

Client Name:

Recitals

WHEREAS, Client seeks certain professional services and deliverables described herein, and Provider represents that Provider has the experience, personnel, and resources to perform such services in accordance with the terms of this Proposal;

WHEREAS, the parties desire to set forth the scope, payment terms, schedules, and legal protections governing the engagement contemplated by this Proposal;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained below, the parties agree as follows.

Scope of Work

Provider shall perform the services and deliver the work products described in this section. Provider will exercise commercially reasonable efforts to meet the schedule and specifications set forth below. Any material change to the scope shall be handled as a change order under the Change Orders clause.

Payment Terms

Client shall pay Provider for the services described above in accordance with the fee structure and schedule below. All fees are exclusive of applicable taxes unless otherwise stated. Provider shall submit invoices in accordance with the schedule; Client shall pay undisputed invoices within the period specified below.

Invoices not paid within days of receipt shall accrue interest at per month (or the maximum permitted by law, if less). Client shall also reimburse Provider for reasonable collection costs and attorneys' fees incurred to recover past-due amounts.

Term and Termination

This engagement shall commence on and continue until unless earlier terminated in accordance with this section.

Either party may terminate this Proposal for convenience upon days' prior written notice. Either party may terminate for material breach if the breach remains uncured for fifteen (15) days following written notice; termination shall not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination.

Confidentiality

Each party (the "Receiving Party") shall hold in confidence and shall not disclose to any third party any non-public proprietary or confidential information of the other party (the "Disclosing Party") disclosed in connection with this Proposal. Confidential Information includes business plans, technical data, trade secrets, pricing, and client lists but does not include information that (a) is or becomes publicly known through no fault of the Receiving Party; (b) is lawfully received from a third party without restriction; (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law, provided the Disclosing Party is given reasonable prior notice and opportunity to seek protective relief. The confidentiality obligations shall survive termination for a period of three (3) years.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Provider retains ownership of its preexisting materials and methodologies. Upon full payment of all fees due, Provider grants Client a nonexclusive, nontransferable license to use deliverables for Client's internal business purposes. Provider may retain copies of deliverables and reserves the right to display non-confidential deliverables in Provider's portfolio.

Change Orders

Any change to the scope, schedule, or fees must be documented in a written change order signed by authorized representatives of both parties. Change orders shall detail adjustments to compensation and delivery schedule and become part of this Proposal when executed.

Warranties; Limitation of Liability

Provider warrants that services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH HEREIN, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS PROPOSAL EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THIS PROPOSAL DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Governing Law

This Proposal shall be governed by and construed in accordance with the laws of the State of without regard to conflict-of-law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that State for any disputes arising out of this Proposal.

Entire Agreement

This Proposal, including any executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, negotiations, and agreements, whether written or oral. No amendment shall be effective unless in writing and signed by both parties.

Acceptance

Acceptance of this Proposal is acknowledged by signature of an authorized representative of Client and an authorized representative of Provider below. Upon signature by both parties, this Proposal shall be binding and enforceable in accordance with its terms.

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