Business Offer Memo

BUSINESS OFFER MEMO

WHEREAS

WHEREAS, Offeror Name: (the "Offeror") is engaged in the business of providing goods and/or services and has proposed the terms set forth in this Business Offer Memo; and

WHEREAS, Offeree Name: (the "Offeree") desires to consider and potentially accept the Offeror's offer under the terms and conditions herein; and

WHEREAS, Effective Date: is the date on which the material terms of this memo become binding upon acceptance in accordance with the Acceptance provisions below.

SCOPE OF WORK

The Offeror proposes to perform the following services and/or deliverables for the Offeree. The parties agree the scope described below represents the primary obligations to be performed under this memo.

PAYMENT TERMS

The Offeree shall pay the Offeror in accordance with the following terms. All payments are due in United States Dollars unless otherwise agreed in writing.

All invoices shall be payable within the period specified above. Overdue amounts shall accrue interest at the rate set forth above and the Offeree shall be responsible for reasonable collection costs, including attorney fees, if applicable.

TERM AND TERMINATION

This Offer commences on Start Date: and, unless earlier terminated in accordance with this section, continues until End Date: .

Either party may terminate this engagement for material breach by the other party if the breaching party fails to cure such breach within Notice Period: days after written notice. Termination shall not relieve the Offeree of payment obligations for services performed and accepted or for non-cancellable commitments made prior to termination.

CONFIDENTIALITY

For the purposes of this memo, "Confidential Information" means non-public information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Each party shall (i) hold Confidential Information in strict confidence, (ii) use it only for the purposes of performing under this memo, and (iii) not disclose it to any third party except to employees, contractors or advisors who have a legitimate need to know and who are bound by confidentiality obligations at least as restrictive as those herein.

Confidentiality obligations do not apply to information that (a) is or becomes publicly available through no breach of this memo, (b) is rightfully received from a third party without restriction, (c) is independently developed without reference to Confidential Information, or (d) is required to be disclosed by law, provided the receiving party gives prompt written notice and cooperates with reasonable efforts to limit the scope of disclosure.

Acknowledgment of Confidentiality:

GOVERNING LAW

This Business Offer Memo shall be governed by and construed in accordance with the laws of State: without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising out of or relating to this memo.

ENTIRE AGREEMENT

This memo, together with any documents incorporated herein by written reference, 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. No amendment to this memo will be effective unless in writing and signed by both parties.

CONDITIONS OF OFFER AND ACCEPTANCE

This offer is subject to the following conditions precedent: (i) mutual execution of this memo by authorized representatives of both parties and (ii) any specific approvals or permits noted below.

Acceptance Deadline: . This offer will automatically expire if not accepted in writing by the Offeree on or before the Acceptance Deadline.

PARTY CONTACT INFORMATION

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