Business MTA Proposal

BUSINESS MTA PROPOSAL

Parties

Recitals

WHEREAS, Client Name: desires to procure certain services, materials, or transactions as described in this Proposal; and

WHEREAS, Provider Name: represents that it has the capability, expertise, and resources necessary to perform the scope of work set forth below; and

WHEREAS, the parties wish to set forth the terms under which Provider will furnish the described services, materials, or transactions to Client on the terms and conditions contained in this Business MTA Proposal (Proposal).

Scope of Work

Payment Terms

Client shall pay Provider the total fee of USD (Total Fee) in accordance with the payment schedule below. All amounts are exclusive of any applicable taxes which shall be borne by the Client unless otherwise agreed in writing.

Initial Payment (if applicable): due within days of invoice.

Late Payment: Any undisputed amount not paid when due shall accrue interest at the rate of or the maximum rate permitted by applicable law, whichever is lower. Client shall also reimburse Provider for reasonable collection costs and attorneys' fees for overdue amounts.

Term and Termination

Term Commencement Date: .

Termination Date / Expected Completion Date (if any): .

Either party may terminate this Proposal for material breach of a party's obligations if the breaching party fails to cure the breach within days after written notice. Either party may also terminate for convenience upon days' prior written notice to the other party. Termination shall not relieve Client of obligations to pay for services performed and non-cancellable commitments incurred prior to termination.

Confidentiality

Definition: "Confidential Information" means any non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party), whether oral, written, electronic, or otherwise, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes business plans, technical data, trade secrets, designs, specifications, pricing, and customer information.

Non-Disclosure and Use Restrictions: The Receiving Party shall (i) maintain the Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (ii) not disclose Confidential Information to any third party except to its employees, contractors, or agents who have a need to know and who are bound by written confidentiality obligations at least as restrictive as those herein; and (iii) not use Confidential Information except to perform its obligations or exercise its rights under this Proposal.

Exclusions: Confidential Information does not include information that: (a) is or becomes generally available to the public other than through a breach of this Proposal; (b) was in the Receiving Party's possession prior to disclosure as evidenced by written records; (c) was rightfully received by the Receiving Party from a third party without restriction and without breach of an obligation of confidentiality; or (d) was independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

Return or Destruction: Upon termination or written request of the Disclosing Party, the Receiving Party shall promptly return or, at the Disclosing Party's option, destroy all materials containing Confidential Information and certify in writing to the Disclosing Party that such materials have been returned or destroyed, except that one archival copy may be retained to the extent required by law or internal recordkeeping policies.

Survival: The obligations of confidentiality shall survive termination of this Proposal for a period of from the date of disclosure, provided that obligations with respect to trade secrets shall survive as long as such information remains a trade secret under applicable law.

Governing Law and Dispute Resolution

This Proposal shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to its conflict of laws principles. The parties agree to attempt in good faith to resolve disputes through negotiation and, if unresolved, through mediation prior to initiating arbitration or litigation. Notwithstanding the foregoing, either party may seek injunctive relief in a court of competent jurisdiction to prevent irreparable harm.

Entire Agreement; Amendments

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

Miscellaneous Provisions

Independent Contractors: The parties are independent contractors. Nothing in this Proposal creates a partnership, joint venture, agency, or employment relationship between the parties.

Assignment: Neither party may assign its rights or delegate its obligations under this Proposal without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the assignee assumes the assigning party's obligations hereunder.

Acceptance

Acceptance: This Proposal is an offer by Provider to perform the services described herein under the terms set forth. Client accepts this Proposal by signing below or by issuing a written purchase order referencing this Proposal and the Proposal Number above.

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