Business Letter Dear Country

BUSINESS LETTER — DEAR COUNTRY

Date:

Parties

Recitals

WHEREAS, Party A is engaged in the business of providing goods and professional services related to ; and

WHEREAS, Party B has authority to receive and accept proposals on behalf of its jurisdiction for the purpose of ; and

WHEREAS, the parties wish to set forth the terms and conditions under which Party A will perform the work described below and Party B will compensate Party A.

Scope of Work

Party A shall furnish all labor, materials, equipment, and supervision necessary to perform the services described below in a professional and workmanlike manner according to industry standards.

Payment Terms

Total Compensation to Party A: payable in accordance with the payment schedule below.

Late Payment: Any undisputed amount not paid within days after the invoice due date shall accrue interest at a rate of or the maximum rate permitted by applicable law, whichever is lower.

Term and Termination

This Agreement shall commence on the effective date set forth below and shall continue until the completion of the Scope of Work or until terminated in accordance with this section.

Effective Date: . Anticipated Completion Date:

Either party may terminate this Agreement for convenience upon prior written notice. Termination for cause may be effected immediately upon written notice for material breach that remains uncured after following receipt of written notice describing the breach.

Confidentiality

Each party (the "Receiving Party") shall keep confidential all non-public information disclosed by the other party (the "Disclosing 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"). Confidential Information does not include information that is or becomes publicly available through no fault of the Receiving Party, was already lawfully in the Receiving Party's possession, or is rightfully obtained from a third party without a duty of confidentiality.

The Receiving Party will not use Confidential Information for any purpose other than performance of this Agreement and will restrict disclosure to employees, contractors, or advisors with a need to know who are bound by confidentiality obligations no less restrictive than those herein. The obligations of confidentiality shall survive termination for a period of , or for the period required by applicable law.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of laws principles. Any dispute arising under this Agreement shall be resolved in the competent courts of that jurisdiction, subject to mandatory procedural protections as applicable.

Representations; Limitation of Liability

Each party represents and warrants that it has full corporate power and authority to enter into this Agreement and to perform its obligations. EXCEPT FOR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO PARTY A UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Entire Agreement

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

Notices

Notices shall be delivered to the addresses provided above or to such other address as either party may designate in writing. Notices shall be deemed given upon delivery by hand, receipt of confirmed facsimile or electronic transmission, or three (3) days after deposit in the mail, postage prepaid, certified mail return receipt requested.

Authorized Representatives

The persons executing this Agreement on behalf of the parties represent and warrant that they are duly authorized to bind their respective parties to the terms and conditions of this Agreement.

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