Business Ongoing Proposition

Business Ongoing Proposition

Parties

Recitals

WHEREAS, Proposer: possesses certain capabilities, resources and business relationships relevant to ongoing commercial opportunities; and

WHEREAS, Recipient: seeks to evaluate and potentially engage Proposer to develop, present and implement continuing business propositions described below; and

WHEREAS, the parties wish to set forth the terms and conditions under which Proposer will present and, if agreed, perform the ongoing proposition beginning on Effective Date: .

Scope of Work

Proposer shall propose and, where accepted by Recipient in writing, deliver ongoing business propositions, advisory services, and implementation assistance as described below. Each accepted proposition will be governed by the terms of this Agreement unless otherwise expressly modified in a signed writing.

Payment Terms

Recipient shall pay Proposer in consideration for accepted propositions and performed services in accordance with the schedule and amounts set forth below. Fees are exclusive of taxes which shall be the responsibility of the party required by law to remit them.

Late Payment: Any undisputed amount not paid within the Net Due period shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, calculated monthly, and an administrative late fee of % per month, plus a one-time processing fee of .

Term and Termination

This Agreement shall commence on Start Date: and, unless earlier terminated as provided below, shall continue until End Date: or until terminated by either party on prior written notice of days.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach with reasonable particularity. Termination for convenience by either party requires the notice period above and payment for all services performed and accepted through the effective date of termination.

Confidentiality

Each party acknowledges that during the course of performance it may receive Confidential Information of the other party. "Confidential Information" means non-public information that is marked as confidential or that a reasonable person would understand to be confidential, including business plans, financial data, customer lists, trade secrets, and technical information. Confidential Information does not include information that is (i) publicly known through no fault of the receiving party; (ii) independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iii) rightfully obtained from a third party without breach of an obligation of confidentiality.

The receiving party shall (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) use Confidential Information only for the purposes of performing obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

Representations; Independent Contractor

Each party represents and warrants that it has the full corporate or organizational authority to enter into and perform this Agreement. Proposer will perform services as an independent contractor and nothing in this Agreement will be construed to create an employment, partnership, joint venture or agency relationship between the parties.

Liability and Insurance

Except for liabilities arising from gross negligence, willful misconduct, or a party's breach of confidentiality or intellectual property obligations, each party's aggregate liability under or in connection with this Agreement shall not exceed the amounts actually paid by Recipient to Proposer under this Agreement in the twelve (12) months preceding the claim. Each party shall maintain commercially reasonable insurance appropriate to its obligations under this Agreement.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or such other address as either party may designate by notice. Notice is effective upon personal delivery, or three (3) business days after deposit with a nationally recognized overnight courier.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law. The parties shall first attempt in good faith to resolve any dispute by negotiation between senior representatives. If negotiation fails, the parties agree to submit to mediation prior to initiating litigation. Nothing in this Agreement prevents a party from seeking injunctive relief in a court of competent jurisdiction.

Entire Agreement; Amendment

This Agreement, together with any accepted proposal incorporated in writing, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. No amendment or modification of this Agreement will be effective unless in writing and signed by both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign its rights 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 assets.

Acknowledgment

The undersigned represent and warrant that they are authorized to execute this Agreement on behalf of the party for which they sign and that the information and representations contained herein are accurate and complete.

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