Business Power Proposal

BUSINESS POWER PROPOSAL

Parties

Proposer Name:

Client Name:

Recitals

WHEREAS, Proposer is engaged in the business of providing business performance, operational efficiency, and strategic power solutions designed to increase client revenues and reduce operational costs (the "Services"); and

WHEREAS, Client desires to procure the Services from Proposer pursuant to the terms set forth in this Business Power Proposal, and Proposer is willing to provide such Services subject to the terms and conditions contained herein; and

WHEREAS, the parties intend that this Proposal, when accepted by Client, shall constitute a binding agreement between Proposer and Client for the scope and compensation described below effective as of the Effective Date.

Effective Date:

Scope of Work

Proposer shall deliver professional services to evaluate, design, and implement business power improvements as described below. Deliverables, milestones, and acceptance criteria will be documented and agreed in writing prior to commencement of each phase.

Payment Terms

Total Fee (USD):

Late Fee: Interest on overdue amounts shall accrue at or the maximum rate permitted by applicable law, whichever is less. Client shall also reimburse Proposer for reasonable collection costs.

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. Termination for cause is permitted upon material breach that is not cured within days after written notice. Upon termination, Client shall pay for all Services performed and expenses incurred through the effective date of termination.

Confidentiality

Definition: "Confidential Information" means all non-public business, technical, financial, and operational information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") in connection with this Proposal, whether disclosed orally or in writing, that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: The Receiving Party shall hold Confidential Information in strict confidence, shall not use it except to perform its obligations under this Proposal, and shall not disclose it to any third party except to employees, contractors, or advisors with a need to know who are bound by confidentiality obligations at least as protective as those herein. The Receiving Party shall exercise at least the same degree of care to protect such Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Exceptions: Confidential Information does not include information that (a) is or becomes publicly available through no breach of this Proposal by the Receiving Party, (b) was lawfully in the Receiving Party's possession prior to disclosure, (c) is received from a third party without restriction and without breach of an obligation to the Disclosing Party, or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

Duration: The confidentiality obligations shall survive termination or expiration of this Proposal for a period of years, except with respect to trade secrets where protection shall continue for so long as the information qualifies as a trade secret.

Independent Contractor; Insurance; Indemnity

The parties acknowledge that Proposer is an independent contractor and not an employee, partner or joint venturer of Client. Proposer shall maintain commercial insurance appropriate to the Services. Each party shall indemnify, defend and hold harmless the other party from third-party claims arising from its own gross negligence or willful misconduct, subject to applicable limitations of liability set forth in this Proposal.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, infringement of intellectual property rights, or a party's breach of confidentiality or indemnity obligations, neither party shall be liable for indirect, incidental, special, consequential or punitive damages. Each party's aggregate liability for direct damages shall not exceed the total fees paid by Client to Proposer under this Proposal during the twelve (12) months preceding the claim.

Governing Law

This Proposal shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. Any dispute arising out of or relating to this Proposal shall be resolved in the courts of that State or by binding arbitration if mutually agreed.

Entire Agreement; Amendments

This Proposal, including any attachments and approved change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, proposals, agreements and understandings, whether written or oral. No amendment, modification or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

Acceptance

This Proposal is valid until: . Acceptance of this Proposal by Client shall occur upon Client's signature below, which will create a binding agreement on the terms set forth herein.

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