Business Proposal Consent

BUSINESS PROPOSAL CONSENT

This Business Proposal Consent (the "Agreement") is entered into by and between:

Client Name:

Proposer Name:

WHEREAS

WHEREAS, Proposer has prepared and intends to present a written proposal and supporting materials identified as Proposal Title: dated (the "Proposal");

WHEREAS, Client seeks to review and evaluate the Proposal and Proposer requires Client's written consent to present, share, and use the Proposal materials as described herein; and

WHEREAS, the parties desire to set forth the terms and conditions under which the Proposal may be delivered, reviewed, and the relationship governed.

SCOPE OF WORK

Proposer will deliver the Proposal and any related documentation, presentations, and supporting materials to Client. Client consents to receive and evaluate the Proposal for the purpose of determining whether to enter into a separate engagement agreement. The parties agree to the following description of anticipated scope:

PAYMENT TERMS

As consideration for the activities described in this Agreement and any pre-contract services expressly requested by Client and accepted by Proposer, the parties agree the payment terms shall be:

Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, calculated on the unpaid balance from the invoice due date until paid in full. Client shall also be responsible for reasonable collection costs, including legal fees, if Proposer enforces payment rights.

TERM AND TERMINATION

This Agreement commences on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the Notice Period specified above after receipt of written notice. Termination shall not relieve Client of obligations to pay for services performed prior to termination or for non-cancellable commitments made by Proposer in reliance on this Agreement.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by either party to the other in connection with the Proposal, whether oral, written, or electronic, including but not limited to business plans, financial data, technical information, and customer lists. Confidential Information does not include information that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement; (b) was already known by the receiving party without restriction at the time of disclosure; (c) is obtained lawfully from a third party without restriction; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall (i) use Confidential Information solely for the purpose of evaluating or negotiating the Proposal, (ii) restrict disclosure to those employees, agents, or advisors with a need to know who are bound by confidentiality obligations at least as protective as those herein, and (iii) take reasonable measures to prevent unauthorized disclosure. Upon written request or upon termination of discussions, the receiving party shall return or destroy Confidential Information as directed by the disclosing party and certify in writing that such return or destruction has been completed, except to the extent retention is required by law.

ADDITIONAL PROVISIONS

Ownership of Proposal Materials: Proposer retains all rights, title, and interest in and to the Proposal materials delivered to Client, including intellectual property rights, unless the parties execute a separate written agreement transferring specific rights. Client is granted a limited, non-exclusive, non-transferable license to use the Proposal solely for internal evaluation and decision-making.

Non-Solicitation: During the term of negotiations and for a period of six (6) months thereafter, neither party shall solicit for hire any employee or contractor of the other party who was directly involved in performance or negotiations under this Agreement, without the other party's prior written consent.

GOVERNING LAW; ENTIRE AGREEMENT

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to conflict of laws principles.

Entire Agreement: This Agreement, together with any attachment or executed confidentiality schedules, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment or waiver must be in writing and signed by both parties.

CONSENTS

By selecting the consents below and signing this Agreement, Client expressly authorizes the following actions in connection with the Proposal:

Certification: Each signatory below certifies that they are authorized to bind the party for whom they sign and that the information provided in this Agreement is true and correct to the best of their knowledge.

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