Business Cost Model

Business Cost Model

Parties and Effective Date

Provider Name:

Client Name:

Effective Date:

Recitals

WHEREAS, Provider is engaged in the business of providing professional services, cost estimation, and project budgeting, and has represented that it possesses the expertise, personnel and experience necessary to prepare a comprehensive Business Cost Model for the Client; and

WHEREAS, Client desires to engage Provider to develop a detailed cost model, including itemized direct and indirect costs, overhead allocation, contingency and projected profit margin, and Provider agrees to deliver such work under the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Scope of Work

Cost Model — Itemized Components

Provide detailed line items and calculations. Enter amounts in the currency format specified by the parties.

Payment Terms

Contract Price (total):

Late Payment Fee: — interest or administrative charge applied to past-due balances.

Expenses: Client will reimburse Provider for pre-approved, reasonable out-of-pocket expenses documented with receipts. Reimbursement timing:

Term and Termination

Term Commencement Date: ; Anticipated Completion Date:

Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within days after receipt of written notice. Either party may terminate without cause upon days' prior written notice.

Termination payments: upon termination other than for Provider's material breach, Client shall pay Provider for work performed and reasonable wind-down costs up to the date of termination, calculated in accordance with this Cost Model and documented time and materials.

Confidentiality

Each party acknowledges that in connection with this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical or financial information disclosed in any form. Each receiving party shall: (a) hold Confidential Information in confidence using at least the same standard of care it uses to protect its own confidential information, (b) not disclose such information to any third party except to its employees, agents or contractors who have a need to know and are bound by confidentiality obligations at least as protective as this Agreement, and (c) use Confidential Information only for purposes of performing obligations under this Agreement.

Confidentiality excludes information that is: (i) publicly known through no fault of the receiving party; (ii) already in the receiving party's possession without restriction; (iii) rightfully obtained from a third party not bound by confidentiality; or (iv) independently developed without use of the disclosing party's Confidential Information. Disclosure required by law shall be permitted only after prompt notice to the disclosing party to permit protective measures.

Representations and Warranties

Each party represents that it has the full corporate power and authority to enter into this Agreement and to perform its obligations hereunder. Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTY, EXPRESS OR IMPLIED.

Limitation of Liability

Except for breaches of confidentiality or willful misconduct, neither party shall be liable to the other for consequential, special, incidental or punitive damages. The aggregate liability of either party for claims arising out of or related to this Agreement shall not exceed the total fees paid to Provider under this Agreement during the twelve (12) month period preceding the claim.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state specified by the parties: , without regard to conflicts of law principles. The parties agree to attempt in good faith to resolve disputes by negotiation. If unresolved, disputes shall be resolved by binding arbitration in accordance with rules agreed by the parties at the time of dispute.

Entire Agreement; Amendments

This Agreement, including any Exhibits and attachments incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing signed by authorized representatives of both parties.

Notices

Execution

The parties, intending to be legally bound, have executed this Business Cost Model Agreement through their authorized representatives below.

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