Business Offer Package

BUSINESS OFFER PACKAGE

Offer Date:   Offer Reference:

RECITALS

WHEREAS, Client Name: , with principal place of business at , desires to obtain certain services as described herein;

WHEREAS, Service Provider: , with principal place of business at , has represented that it has the capacity, experience and personnel to perform the services described in this Offer Package;

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows.

OFFER SUMMARY

SCOPE OF WORK

The Service Provider shall perform the services and deliverables described below in a professional and workmanlike manner consistent with industry standards. The parties agree that the Scope of Work establishes the minimum obligations of the Service Provider; any material additions or changes shall be documented and approved in writing.

PAYMENT TERMS

Total Contract Value: .

Invoicing: Service Provider shall submit invoices in accordance with the Payment Schedule. Payment is due within days of invoice receipt.

Late Payment: Past due amounts shall incur interest at the lesser of (a) per month or (b) the maximum rate permitted by applicable law. Additionally, Service Provider may suspend performance for overdue material amounts following ten (10) days' written notice.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Termination shall not relieve either party of obligations accrued prior to termination, including payment for services rendered and reimbursable expenses incurred.

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public, proprietary or business information disclosed by one party to the other, whether oral, written or electronic, including financial data, business plans, technical specifications, and customer information, except information that: (a) becomes publicly known through no fault of the receiving party; (b) is rightfully received from a third party without restriction; or (c) is independently developed without use of the disclosing party's Confidential Information.

Obligations: The receiving party shall (i) maintain Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (ii) use Confidential Information solely for performance under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors or professional advisors with a need to know who are bound by confidentiality obligations at least as protective as those herein.

Duration: Confidentiality obligations shall survive termination or expiration of this Agreement for years, except that trade secrets shall be protected for so long as they constitute trade secrets under applicable law.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties shall attempt to resolve disputes in good faith through negotiation for a period of 30 days before initiating formal dispute resolution. Each party reserves the right to seek injunctive relief in a court of competent jurisdiction to protect its Confidential Information.

ENTIRE AGREEMENT; MISCELLANEOUS

Entire Agreement: This Offer Package, together with any exhibits and written amendments executed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and understandings, whether written or oral.

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

Notices: All notices required or permitted by this Agreement shall be in writing and shall be deemed effective upon personal delivery, three (3) days after deposit in the U.S. mail, or upon confirmed electronic transmission to the contact information provided below.

CONTACTS FOR NOTICES

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