Business Proposal Arrow

Business Proposal Arrow

This Business Proposal Arrow Agreement ("Agreement") is entered into as of Effective Date: by and between the parties identified below.

Parties

Recitals

WHEREAS, Proposer is engaged in the business of providing strategic business development, advisory and implementation services and possesses specialized expertise relevant to the services described herein;

WHEREAS, Client desires to engage Proposer to perform the services set forth in this Agreement and Proposer is willing to perform such services on the terms and conditions contained herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties agree as follows:

Scope of Work

Proposer shall perform the services described below and in any attached statements of work. Services shall be performed in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Client shall pay Proposer for the services performed as follows. All payments are due in lawful currency and are non-refundable except as expressly provided in this Agreement.

Fixed Fee    Time & Materials

Unless otherwise stated, Client shall pay each invoice within days of receipt. Overdue amounts shall accrue interest at the lesser of (a) the rate of per month, or (b) the maximum rate permitted by law. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred to collect overdue amounts.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach that remains uncured for a period of thirty (30) days after written notice of such breach. Termination shall not relieve Client of the obligation to pay for services performed and costs incurred prior to the effective date of termination.

Confidentiality

Each party (the "Receiving Party") shall hold in confidence and not disclose to any third party, and shall not use except in performance of this Agreement, any Confidential Information of the other party (the "Disclosing Party"). "Confidential Information" means non-public information identified as confidential at the time of disclosure or that reasonably should be understood to be confidential. Confidential Information does not include information that (i) is or becomes publicly available other than through breach of this Agreement, (ii) is rightfully received from a third party without restriction, (iii) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information, or (iv) is required to be disclosed by law, provided the Receiving Party gives prompt notice and limits disclosure to the extent legally permissible.

Upon termination or expiration of this Agreement, the Receiving Party shall return or certify destruction of all Confidential Information of the Disclosing Party, except to the extent retention is required by applicable law or reasonable recordkeeping practices.

Representations; Warranties; Limitation of Liability

Each party represents that it has the right and authority to enter into this Agreement. Proposer warrants that services will be performed in a competent and professional manner consistent with prevailing industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROPOSER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, AND AGGREGATE LIABILITY SHALL NOT EXCEED AMOUNTS PAID BY CLIENT TO PROPOSER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State designated by the parties below, without regard to its conflicts of law principles.

Entire Agreement; Amendments

This Agreement, together with any attached statements of work or schedules, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and representations, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of 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 this Agreement without the prior written consent of the other, except that Proposer may assign to an affiliate or in connection with a merger or sale of substantially all assets. Notices under this Agreement shall be in writing and delivered to the addresses provided above.

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