Business Proposal Binder

BUSINESS PROPOSAL BINDER

Parties and Proposal Identification

Proposal Title:    Effective Date:

WHEREAS

WHEREAS, Client Name: seeks to obtain certain goods and services as described in this Business Proposal Binder; and

WHEREAS, Proposer Name: has prepared and submitted the Proposal identified above and is willing to perform the Scope of Work under the terms set forth herein; and

WHEREAS, the parties intend this Business Proposal Binder to memorialize the Proposal, payment terms, confidentiality obligations, and other contractual provisions that will govern the working relationship if the Proposal is accepted.

Scope of Work

The Proposer shall perform the work and provide the deliverables described below. The Scope of Work constitutes the substantive obligations of Proposer and is incorporated into this Binder by reference. Any changes to scope must be executed in writing by authorized representatives of both parties.

Payment Terms

Client agrees to pay Proposer for the Scope of Work in accordance with the terms below. All amounts are in United States Dollars unless otherwise agreed in writing.

Late Payment: Client shall pay interest on any overdue amount at the lesser of (a) or (b) the maximum rate permitted by applicable law. The parties acknowledge that late fees are intended to compensate Proposer for the administrative costs associated with late payment and are not a penalty.

Term and Termination

This Binder commences on the Effective Date specified above and, unless earlier terminated in accordance with this section, shall continue until or until completion of the Scope of Work.

Either party may terminate this Binder for convenience upon providing days' prior written notice to the other party. Either party may terminate for cause if the other party materially breaches any provision of this Binder and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Each party acknowledges that during the performance of the Scope of Work it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form 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.

The receiving party shall (a) use Confidential Information solely for the purpose of performing its obligations under this Binder; (b) restrict disclosure to its employees, contractors, and agents who have a need to know and are bound by confidentiality obligations at least as protective as those herein; and (c) not disclose Confidential Information to any third party without the disclosing party's prior written consent, except as required by law. Confidentiality obligations shall survive termination for a period of three (3) years, except for trade secrets which shall remain protected for so long as such information qualifies as a trade secret under applicable law.

Confidential Agreement Acknowledged:   I acknowledge and agree to the Confidentiality obligations set forth above.

Intellectual Property

Unless otherwise expressly agreed in writing, Proposer shall retain ownership of all intellectual property rights in materials created prior to or outside the Scope of Work. To the extent that work product is created specifically for Client and paid in full, the parties agree that ownership of copyrights and other intellectual property rights in such deliverables shall transfer to Client, subject to Proposer's right to retain copies for its records and to use general skills, know-how and non-confidential techniques developed in connection with the project.

Representations; Warranties; Liability

Each party represents that it has the full power and authority to enter into and perform its obligations under this Binder. Proposer warrants that the services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS BINDER, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED.

Limitation of Liability: Except for liability arising from a party's willful misconduct or gross negligence, in no event shall either party's aggregate liability exceed the total fees paid by Client to Proposer under this Binder.

Governing Law; Dispute Resolution

This Binder shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall attempt to resolve disputes in good faith through negotiation for a period of thirty (30) days prior to initiating litigation. Subject to the foregoing, the parties may seek equitable relief to protect confidential information.

Entire Agreement; Amendments

This Binder, together with any attachments, exhibits, and mutually executed change orders, constitutes the entire agreement between the parties with respect to the subject matter contained herein and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Assignment: Neither party may assign this Binder without the prior written consent of the other, except to a successor in interest in connection with a merger, sale of substantially all assets, or similar transaction. If any provision of this Binder is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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