Business Orchard Proposal

BUSINESS ORCHARD PROPOSAL

Proposal Date:

Parties

Recitals

WHEREAS, Business Orchard (the Provider) is engaged in the business of providing strategic business development, consulting, creative services and implementation for commercial ventures and has the expertise necessary to perform the services described herein; and

WHEREAS, Client Name: desires to engage the Provider to provide the services and deliverables set forth in this Proposal and the Provider desires to provide such services under the terms set forth below; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows.

Scope of Work

Provider shall perform the services and deliver the work products described below. Services include project planning, market assessment, branding guidance, implementation support, and delivery of specified deliverables. Provider will coordinate with Client to confirm milestones and acceptance criteria.

Payment Terms

Client shall pay Provider for services rendered in accordance with the fees, schedule, and invoicing procedures set forth below. All fees are exclusive of applicable taxes unless otherwise stated.

All undisputed invoices not paid within the stated invoice terms shall accrue the Late Payment Fee specified above. Client is responsible for reasonable collection costs incurred by Provider to recover overdue amounts.

Term and Termination

This Proposal is effective as of Effective Date: and shall continue until Completion Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above after receipt of written notice. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination.

Provider may terminate for convenience upon written notice to Client. If exercised, Provider will provide a pro rata refund of prepaid fees covering unperformed services, less reasonable wind-down costs.

Confidentiality

Each party acknowledges that in connection with the performance of this Proposal it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that a reasonable person would understand to be confidential. Each receiving party shall (a) hold Confidential Information in strict confidence, (b) use it solely to perform its obligations under this Proposal, and (c) not disclose it to third parties except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

The obligations set forth above do not apply to information that (i) is or becomes public other than by a breach of this Proposal, (ii) was known by the receiving party without restriction prior to disclosure, (iii) is rightfully received from a third party without restriction, or (iv) is independently developed without use of the disclosing party’s Confidential Information. A receiving party may disclose Confidential Information if required by law or regulation, provided the receiving party gives prompt written notice and cooperates with reasonable efforts to seek confidential treatment or a protective order.

Intellectual Property & Deliverables

Unless otherwise agreed in writing, Provider retains ownership of its pre-existing intellectual property and methodologies. Upon full payment of all fees due, Provider grants Client a non-exclusive, non-transferable license to use deliverables provided as part of this Proposal for Client’s internal business purposes. Provider may retain copies of deliverables for its records and portfolio, subject to Confidentiality obligations.

Representations and Warranties; Limitation of Liability

Each party represents that it has the authority to enter into this Proposal. Provider warrants that Services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF THIS PROPOSAL. PROVIDER'S AGGREGATE LIABILITY SHALL NOT EXCEED FEES PAID BY CLIENT UNDER THIS PROPOSAL IN THE PRIOR TWELVE MONTHS.

Governing Law

This Proposal shall be governed by and construed in accordance with the laws of the State of without regard to choice 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 this Proposal.

Entire Agreement

This Proposal, together with any scopes of work or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, proposals and communications, whether written or oral. Any amendment or modification must be in writing signed by authorized representatives of both parties.

Special Terms / Additional Provisions

By signing below, the parties acknowledge that they have read, understand and agree to be bound by the terms and conditions of this Proposal.

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