Business Canal Proposal

Business Canal Proposal

This Business Canal Proposal (the "Agreement") is entered into as of by and between:

Provider Name:    Client Name:

Recitals

WHEREAS, Provider is engaged in the business of planning, designing and facilitating commercial canal operations and ancillary infrastructure improvements for commercial waterways and adjacent real property;

WHEREAS, Client seeks to retain Provider to prepare and deliver a proposal, work plan, and cost estimate for the design, construction oversight, and business development services related to the canal project described herein; and

WHEREAS, Provider and Client desire to set forth the terms and conditions under which Provider will provide the services described in this Agreement.

Scope of Work

The Scope of Work shall include, at a minimum: site assessment and survey; conceptual and schematic canal configurations; environmental and permitting strategy; cost estimating and schedule; stakeholder engagement plan; and construction administration services as requested. Provider shall perform services in a commercially reasonable manner consistent with industry standards for similar canal projects.

Payment Terms

Total Fee: $

Unless otherwise specified in the Payment Schedule, Client shall pay Provider as follows: an initial deposit equal to of the Total Fee upon execution, milestone payments as set forth in the Payment Schedule, and final payment upon delivery of final deliverables and invoice.

Late Payment: Any amounts not paid within days of the invoice due date shall bear interest at the lesser of 1.5% per month or the maximum rate allowed by law, and Client shall reimburse Provider for reasonable collection costs.

Term and Termination

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party if such breach is not cured within 30 days after written notice. Termination shall not relieve Client of obligation to pay Provider for services rendered and costs incurred through the effective date of termination, including reasonably allocable close-out costs.

Confidentiality

Each party (the "Receiving Party") shall maintain in confidence all non-public information disclosed by the other party (the "Disclosing Party") that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). The Receiving Party shall not use Confidential Information except to perform its obligations under this Agreement and shall not disclose Confidential Information to third parties except to employees, consultants or subcontractors who need to know and who are bound by confidentiality obligations no less protective than those set forth herein. Confidential Information shall not include information that: (a) is or becomes generally available to the public other than by a breach of this Agreement; (b) was rightfully in the Receiving Party's possession prior to disclosure; (c) is obtained by the Receiving Party from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. Upon termination of this Agreement, the Receiving Party shall return or certify destruction of Confidential Information as requested by the Disclosing Party, except to the extent retention is required by applicable law or reasonable archival backup systems.

Intellectual Property and Deliverables

Provider shall retain ownership of pre-existing intellectual property and methodologies. Upon full payment of amounts due under this Agreement, Provider grants Client a non-exclusive, non-transferable license to use final deliverables solely for the Client's internal purposes in connection with the canal project. Provider may use anonymized project data for internal research and marketing purposes, provided that such use does not disclose Client Confidential Information.

Indemnification; Limitation of Liability

Each party shall indemnify and hold harmless the other party from claims, losses or damages arising from its gross negligence or willful misconduct in performing obligations under this Agreement. Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, special, incidental or punitive damages. Provider's aggregate liability under or in connection with this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties shall attempt in good faith to resolve disputes by negotiation. If negotiation fails, any unresolved dispute shall be submitted to binding arbitration in the county where the Client is located, conducted by a neutral arbitrator in accordance with generally accepted arbitration procedures.

Entire Agreement

This Agreement, including any exhibits or attachments incorporated by reference, 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. Any amendments or modifications to this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its business assets. Notices shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by notice.

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