Business Commercial Proposition

BUSINESS COMMERCIAL PROPOSITION

Parties and Effective Date

This Business Commercial Proposition (the "Proposition") is entered into by and between:

Proposer Name:     Proposer Address:

Client Name:     Client Address:

Effective Date:

WHEREAS Recitals

WHEREAS, Proposer is engaged in the business of offering commercial goods and/or services and has represented that it possesses the necessary expertise, personnel and resources to perform the services described in this Proposition; and

WHEREAS, Client desires to procure the goods and/or services from Proposer subject to the terms and conditions set forth herein; and

WHEREAS, the parties intend for this Proposition, upon acceptance and execution, to set forth a binding commercial proposal and the principal terms governing the transactions contemplated between them.

Scope of Work

Proposer will perform the following services and/or deliver the following goods. The description below identifies the principal obligations of Proposer and any material deliverables to be provided to Client.

Payment Terms

Client shall pay Proposer for the goods and/or services described above in accordance with the following terms. All amounts are stated in the agreed currency and are exclusive of applicable taxes unless otherwise stated.

Any undisputed invoice not paid within days after the invoice date shall accrue a late fee of per month on the outstanding principal balance, calculated daily and compounded monthly, plus any costs of collection, including reasonable attorneys' fees.

Term and Termination

The term of this Proposition shall commence on the Effective Date and shall continue until completion of the Scope of Work or the Term End Date, unless earlier terminated pursuant to this section.

Either party may terminate this Proposition for convenience upon providing written notice to the other party not less than days prior to the intended termination date. Either party may terminate immediately for cause if the other party materially breaches this Proposition and fails to cure such breach within 15 days after receipt of written notice describing the breach.

Confidentiality

Each party (the "Receiving Party") shall keep confidential and shall not disclose to any third party any Confidential Information of the other party (the "Disclosing Party") disclosed in connection with this Proposition. "Confidential Information" means nonpublic information, whether in oral, written, electronic or other form, that is marked confidential or that, by its nature, a reasonable person would understand to be confidential. Confidential Information does not include information that (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) was rightfully in the Receiving Party's possession prior to disclosure by the Disclosing Party; or (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, and in no event less than reasonable care. The obligations in this section shall survive termination of this Proposition for a period of three (3) years, or longer if required by applicable law for particular categories of information.

Representations and Warranties

Each party represents and warrants that it has the full power and authority to enter into this Proposition and to perform its obligations hereunder. Proposer represents that the services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS PROPOSITION, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability

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, incidental, special or punitive damages. The aggregate liability of either party for any claim arising out of or relating to this Proposition shall not exceed the total amount paid to Proposer under this Proposition during the twelve (12) month period preceding the event giving rise to the claim.

Governing Law and Dispute Resolution

This Proposition shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. Any dispute arising out of or relating to this Proposition shall be resolved by binding arbitration before a single arbitrator in the same state, unless the parties mutually agree in writing to litigate in a court of competent jurisdiction.

Entire Agreement

This Proposition, including any exhibits or schedules attached hereto and any written amendments duly executed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether written or oral. No modification of this Proposition shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

Notices required under this Proposition shall be in writing and delivered to the addresses set forth above (or to such other address as a party may designate by notice) by hand delivery, nationally recognized overnight courier, or certified mail, return receipt requested, and shall be deemed given upon receipt.

Acceptance

Acceptance of this Proposition is evidenced by execution of the signature block below by both parties. Upon execution, this Proposition shall constitute a binding obligation of the parties in accordance with its terms.

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