Business Application Letter

BUSINESS APPLICATION LETTER

Date:

Parties

Recitals

WHEREAS, Applicant submits this Business Application Letter to propose provision of services or goods to Recipient under the terms set forth herein; and

WHEREAS, Recipient desires to evaluate Applicant's qualifications, proposed scope of work and commercial terms for potential engagement; and

WHEREAS, upon acceptance by Recipient, the terms contained in this document will govern the initial engagement between the parties unless superseded by a separate definitive agreement executed by both parties.

Scope of Work

Applicant describes the proposed services or deliverables to be provided to Recipient. Applicant acknowledges that a precise statement of work, milestones and acceptance criteria will be incorporated into any definitive agreement.

Payment Terms

Proposed Total Amount:

Invoicing and Payment: Applicant shall submit invoices in accordance with the billing schedule. Recipient shall pay undisputed invoices within days of receipt.

Late Payment: Late payments shall accrue interest at or the maximum rate permitted by law, whichever is lower. Applicant may suspend performance after written notice for materially delinquent accounts.

Term and Termination

Proposed Term Commencement Date: . Proposed Term Expiration Date: .

Either party may terminate any subsequent engagement for convenience upon providing days' prior written notice. Termination for material breach is effective immediately upon written notice if the breach remains uncured for a reasonable cure period of days.

Confidentiality

For the purpose of evaluation and any subsequent engagement, the parties may exchange Confidential Information. Each party agrees to: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to third parties except as expressly permitted in writing or as required by law; and (c) use Confidential Information solely for the evaluation and performance of the engagement. Confidential Information does not include information that is or becomes publicly available without breach of this provision, independently developed by the receiving party without use of the disclosing party’s Confidential Information, or rightfully obtained from a third party without confidentiality obligations.

Representations and Warranties

Applicant represents and warrants that: (a) Applicant has full authority to enter into this application and to perform the services described; (b) all information provided in this application is true, complete and correct to the best of Applicant’s knowledge; and (c) performance of the services will comply with applicable laws and professional standards.

Governing Law; Dispute Resolution

This Business Application Letter and any subsequent agreement arising from it shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties agree that disputes shall be resolved by good faith negotiation, and if unresolved, by binding arbitration in accordance with the arbitration rules mutually agreed at the time of dispute.

Entire Agreement

This document constitutes the complete statement of Applicant’s proposed terms and supersedes all prior proposals and representations, whether written or oral, concerning the subject matter herein. No modification to any engagement resulting from this application will be binding unless set forth in a written agreement executed by authorized representatives of both parties.

Certifications and Authorizations

By submitting this Business Application Letter, Applicant certifies that the information provided is true and correct, that Applicant is authorized to bind the business entity named above, and that Applicant understands that submission of this application does not constitute acceptance or offer by Recipient unless and until Recipient executes a definitive agreement.

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