Business Contract Response

BUSINESS CONTRACT RESPONSE

Client Name:   Responder Name:

RECITALS

WHEREAS, Client Name entered into or proposed a written contract identified as Contract Reference No.: dated (the "Proposed Contract");

WHEREAS, Responder Name has reviewed the Proposed Contract and submits this Business Contract Response to either accept, conditionally accept, or propose modifications to the Proposed Contract on the terms set forth below;

WHEREAS, the parties desire to document their mutual understanding and the terms upon which Responder Name will perform services or supply goods;

SCOPE OF WORK

PAYMENT TERMS

Invoicing and Payment: Invoices are to be submitted to Client Name and payment is due within days of invoice receipt. Late payments shall accrue interest at or the maximum rate permitted by law, whichever is lower.

TERM AND TERMINATION

Effective Date: . Termination Date (if applicable): .

Either party may terminate this agreement for convenience upon days' prior written notice. Either party may terminate for material breach that remains uncured for days after written notice of breach.

CONFIDENTIALITY

Each party shall maintain in confidence all nonpublic information disclosed by the other party that is designated confidential or that reasonably should be understood 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 any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. The obligations of confidentiality survive for years following termination or expiration of this agreement, except with respect to trade secrets, where applicable law governs.

GOVERNING LAW; DISPUTE RESOLUTION

This agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties agree to attempt good faith negotiation of any dispute; if unresolved, disputes shall be subject to final resolution by binding arbitration in the county where Client Name has its principal place of business, under commercial arbitration rules applicable to the forum.

ENTIRE AGREEMENT; AMENDMENT

This Business Contract Response, together with the referenced Proposed Contract to the extent expressly accepted herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

ACCEPTANCE / COUNTERPROPOSAL

Please indicate the Responder's election regarding the Proposed Contract:

I ACCEPT the Proposed Contract as written and agree to be bound by its terms and the terms set forth in this Business Contract Response.

I ACCEPT with the following modifications (describe modifications below):

I DECLINE and attach a Counterproposal specifying alternative terms and conditions. Counterproposal Summary:

By executing below, the signer represents that they are authorized to bind the party on whose behalf they sign and that the representations and selections made in this Business Contract Response are true and complete to the best of their knowledge.

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