Business Duration Proposal

Business Duration Proposal

Proposal Date:   Proposal Reference No.:

Recitals

WHEREAS, Proposer Name: is engaged in the business of providing services and solutions as described in this Proposal; and

WHEREAS, Recipient Name: desires to retain Proposer on the terms set forth herein; and

WHEREAS, the parties desire to establish the proposed business duration, scope of services, compensation, confidentiality obligations and other material terms as set forth in this Proposal.

Parties' Contact Details

Scope of Work

The Proposer shall perform the services described below in accordance with the terms of this Proposal. All work shall be performed in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Total Fee:   Currency:

Invoices are due within days of invoice receipt. Late payments shall incur a late fee of on the outstanding balance, compounded monthly to the extent permitted by law.

Term and Termination

This Proposal commences on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Proposal for cause if the other party materially breaches any obligation and fails to cure such breach within the notice period specified above. Termination for convenience by either party requires the delivery of the notice period set forth above and payment for all services performed and out-of-pocket expenses incurred through the effective date of termination.

If checked, the term will automatically renew for successive periods of the same length as the initial term unless either party provides written notice of non-renewal at least the notice period prior to the end of the then-current term.

Confidentiality

For purposes of this Proposal, "Confidential Information" means non-public information disclosed by one party to the other related to business operations, pricing, technical information, financial data, customer information and other proprietary materials. The receiving party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform under this Proposal; and (c) not disclose Confidential Information to any third party except to employees, contractors or professional advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those herein. Confidential Information does not include information that (i) is or becomes generally available to the public through no fault of the receiving party, (ii) was lawfully received from a third party without restriction, or (iii) is independently developed without use of the disclosing party's Confidential Information.

The obligations of confidentiality shall survive termination of this Proposal for the period specified above and shall be enforceable by injunctive relief and other available remedies.

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 State of without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that State for resolution of disputes.

Entire Agreement

This Proposal, together with any exhibits or attachments expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals, negotiations and communications, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Acceptance

By signing below, the parties acknowledge that they are authorized to enter into this Proposal, accept the terms contained herein, and commit to perform their respective obligations in accordance with this Proposal.

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