Business Approval Signed Off

BUSINESS APPROVAL SIGNED OFF

This Business Approval Signed Off (the "Approval") is executed on Effective Date: by and between Approver Name: ("Approver") and Business Name: ("Business"). Approval Reference No.:

WHEREAS

WHEREAS, Business has submitted a proposal, request, or documentation describing the goods, services, project, or transaction to be approved (the "Proposal"), and Approver has reviewed such Proposal in accordance with Approver's internal policies and applicable law; and

WHEREAS, the parties desire to record the outcome of Approver's review, the scope of the approved activity, and the terms on which such approval is granted, subject to the conditions and limitations set forth herein.

SCOPE OF WORK

The Proposal accepted by Approver and the specific obligations, deliverables, milestones, and performance criteria are described below. The Business shall perform the work in accordance with the specifications and schedule set forth herein.

PAYMENT TERMS

Approver's approval is subject to the payment terms set forth below. Unless otherwise stated, payments shall be made in United States dollars and are due as described.

All invoices shall reference the Approval Reference No. set forth above. Late payments shall accrue the Late Payment Fee from the due date until paid in full. Payment obligations survive termination to the extent obligations were incurred prior to termination.

TERM AND TERMINATION

This Approval commences on Start Date: and continues through End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Approval for material breach by the other party if the breach remains uncured for the Notice Period after written notice specifying the breach and the requested cure. Termination does not relieve either party of obligations incurred prior to the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that, in the course of performance, it may receive information reasonably understood to be confidential or proprietary ("Confidential Information"). The receiving party shall: (a) hold Confidential Information in strict confidence; (b) not disclose it to third parties except to employees, agents, or contractors who have a need to know and are bound by confidentiality obligations no less protective than those herein; and (c) use Confidential Information only for purposes of performing obligations under this Approval. Confidential Information does not include information that is or becomes public other than by breach of this provision, independently developed without reference to Confidential Information, or required to be disclosed by law or valid legal process, provided the disclosing party is given prompt notice and an opportunity to seek protective measures.

APPROVAL DECISION

The Approver's determination with respect to the Proposal is indicated below. Select the applicable outcome and, if applicable, state conditions to approval.

Approved

Approved subject to conditions

Rejected / Not approved

GOVERNING LAW

This Approval and any dispute arising out of or relating to it shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of laws. The parties hereby submit to the exclusive jurisdiction of the state and federal courts located within that State.

ENTIRE AGREEMENT

This Approval, together with any documents incorporated by reference herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, proposals, understandings, and agreements, whether written or oral, relating to that subject matter. No amendment or waiver of any provision of this Approval shall be binding unless in writing and signed by both parties.

NOTICES

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