Business Progressive Proposal

BUSINESS PROGRESSIVE PROPOSAL

Recitals

This Business Progressive Proposal (the "Proposal") is made as of by and between:

Client Name:    Provider Name:

WHEREAS, Client desires to engage Provider to perform phased business services and deliverables on a progressive, milestone-driven basis; and

WHEREAS, Provider has represented that it has the expertise, personnel and resources to perform the services described below, and Client is willing to retain Provider on the terms set forth in this Proposal.

Scope of Work

Milestones and Deliverables

The Services will be delivered according to the following milestone schedule. Each milestone payment is due upon Client acceptance of the corresponding deliverable in accordance with the acceptance criteria set forth in the Scope of Work.

Due Date:    Payment Amount: $

Due Date:    Payment Amount: $

Due Date:    Payment Amount: $

Payment Terms

Total Estimated Fee: $

Retainer (if any) due upon acceptance: $. Unless otherwise stated, Provider will invoice Client upon completion and acceptance of each milestone. All invoices are due within days of invoice.

Late Fee: Unpaid amounts shall incur a late fee of (or the maximum permitted by law) calculated monthly on the outstanding balance. Client shall also reimburse Provider for reasonable collection costs, including attorneys' fees.

Expenses: Client will reimburse Provider for pre-approved, reasonable out-of-pocket expenses incurred in connection with the performance of Services upon presentation of supporting documentation.

Term and Termination

Term Commencement Date:    Term Expiration Date (if any):

Either party may terminate this Proposal: (a) for convenience upon written notice of days to the other party; or (b) immediately for material breach that remains uncured for ten (10) days following written notice. Upon termination, Client shall pay Provider for all Services performed and reimbursable expenses incurred through the effective date of termination.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: Recipient shall (a) use Confidential Information solely to perform its obligations under this Proposal; (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to any third party except to its employees, agents or permitted subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Exceptions: Confidential Information does not include information that is: (i) in the public domain otherwise than by a breach hereof; (ii) lawfully received from a third party without restriction; or (iii) independently developed without use of the Discloser's Confidential Information. Disclosure required by law or court order is permitted provided Recipient gives Discloser prompt notice to permit a protective order or other remedy.

Remedies: The parties acknowledge that monetary damages may be inadequate for a breach of confidentiality and that the Discloser shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

Change Orders

Any material change to the Scope of Work, schedule or fees shall be documented in a written change order signed by authorized representatives of both parties. Provider shall not be required to perform changes until a signed change order specifying any adjustments to fees, schedule and other terms is executed.

Notices

Governing Law; Entire Agreement

Governing Law: This Proposal and any agreement resulting from acceptance shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles.

Entire Agreement: This Proposal, together with any subsequently executed written change orders and attachments expressly incorporated herein, constitutes the entire agreement between the parties concerning the subject matter and supersedes all prior proposals, negotiations and understandings, whether written or oral. Any modification must be in writing and signed by authorized representatives of both parties.

Acceptances and Authorities

By signing below, each party represents and warrants that the signatory is authorized to enter into this Proposal on behalf of the party and that the party accepts and agrees to be bound by the terms and conditions set forth herein.

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