Business Court Proposal

BUSINESS COURT PROPOSAL

Proposal Date:

Parties

WHEREAS

WHEREAS, Client Name: asserts that it has commercial claims arising from the business relationship with Respondent Name: that are suitable for adjudication in a business court or similar commercial tribunal;

WHEREAS, the parties desire to set forth herein a proposal for the preparation, prosecution, and court presentation of Client's claims, including scope, compensation, confidentiality, and governing law; and

WHEREAS, acceptance of this proposal shall create a binding contractual obligation between the parties as set forth in this Business Court Proposal upon execution by authorized representatives of both parties.

Scope of Work

The services to be provided under this proposal include the following deliverables and activities. The parties acknowledge that the list is not exhaustive and that additional tasks reasonably necessary for court presentation may be included by mutual written agreement.

Payment Terms

Total Fee Amount:

Retainer or Initial Deposit: — credited against fees as described above.

Late Payment: Unpaid amounts shall bear interest at the rate of or the maximum rate permitted by applicable law, and the non-paying party shall be responsible for reasonable costs of collection, including court costs and attorneys' fees.

Term and Termination

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this proposal for material breach by the other party if the breaching party fails to cure within days after written notice. Termination for convenience may be effected by either party upon days' prior written notice, subject to payment of fees earned and reasonable wind-down costs.

Confidentiality

Each party shall maintain in confidence all Confidential Information disclosed by the other party in connection with this proposal and shall not disclose such information except as required by operation of law or pursuant to a valid court order. "Confidential Information" includes non-public business, financial, and strategic information disclosed in any form.

Confidentiality Duration: Parties agree to maintain confidentiality for years after termination of this proposal.

Permitted disclosures: Parties may disclose Confidential Information to their officers, directors, counsel, and advisors who have a legitimate need to know and who are bound to confidentiality obligations no less protective than those set forth herein. Disclosures required by court order shall be limited to the minimum compelled disclosure and the disclosing party shall use reasonable efforts to obtain protective treatment.

Governing Law

This proposal and any dispute arising out of or relating to it shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to its conflict of laws principles.

Entire Agreement

This proposal constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and negotiations, whether written or oral. Any modification to this proposal must be in writing and signed by authorized representatives of both parties.

Representations and Certifications

Each party represents and warrants that it has full power and authority to enter into this proposal and that the individual executing this proposal on its behalf is duly authorized to bind the party. The parties further certify that execution of this proposal is not in violation of any other agreement or legal obligation.

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