Business Proposal Application

Business Proposal Application

Parties and Recitals

This Business Proposal Application (the Agreement) is entered into by and between Applicant Name: and Client Name: .

WHEREAS, Applicant possesses expertise, personnel and resources to perform the services and deliverables described herein; and

WHEREAS, Client seeks to procure services and deliverables from Applicant in accordance with the Scope of Work and payment terms set forth in this Application; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows:

Applicant Information

Project Information

Payment Terms

Total Proposed Fee:

Late Payment Fee:

All sums due under this Agreement shall be due and payable in United States currency within the period set forth in the Payment Schedule. Applicant may suspend performance for undisputed amounts unpaid after the stated due date upon ten (10) days' prior written notice to Client.

Term and Termination

Commencement Date:     Termination Date:

Either party may terminate this Agreement for material breach by the other party that is not cured within the notice period set forth below. Termination shall be effective upon expiration of the notice period unless the breach is cured within such period.

Confidentiality

Each party acknowledges that it may receive Confidential Information from the other. "Confidential Information" means non-public business, technical and financial information disclosed in connection with this Agreement. Each receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees, contractors or agents with a need to know and who are bound by confidentiality obligations; and (c) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information but in no event less than reasonable care.

Confidential Information shall not include information that: (i) is or becomes generally available to the public through no fault of the receiving party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, provided the receiving party provides prompt written notice and cooperates with the disclosing party to limit disclosure.

Governing Law and 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 agree to submit to the exclusive jurisdiction of the state and federal courts located in that State for the resolution of disputes.

Entire Agreement; Amendments

This Agreement, together with any attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals and communications. No amendment, modification or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

Representations and Certifications

By submitting this Application, Applicant represents and warrants that all information provided herein is true, accurate and complete to the best of Applicant's knowledge, and that Applicant has full authority to enter into this Agreement and perform the obligations described.

Additional Terms

Any deliverable timelines, staffing levels, acceptance criteria and other operational provisions will be set forth in an executed statement of work or exhibit attached to this Application. In the event of any conflict between a statement of work and this Application, the statement of work shall prevail only to the extent it expressly amends this Application in writing.

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