Business Proposal Cubic

BUSINESS PROPOSAL CUBIC

This Business Proposal and Agreement is made effective as of by and between (the "Proposer") with principal place of business at and (the "Client") with principal place of business at .

RECITALS

WHEREAS, Proposer represents that it has experience and expertise in providing commercial design, engineering, procurement and implementation services related to cubic systems and related business solutions; and

WHEREAS, Client desires to engage Proposer to perform the services described in this Proposal in accordance with the terms and conditions set forth herein, and Proposer agrees to perform such services for the compensation and on the schedule provided below.

SCOPE OF WORK

PAYMENT TERMS

Total Compensation: $ payable in accordance with the payment schedule below. All amounts are in U.S. Dollars unless otherwise stated.

Initial Deposit: $ due upon execution of this Proposal.

Milestone Payments: Proposer will invoice Client upon completion of milestones as set forth below. Each invoice is due within days of invoice receipt.

Late Payment: Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and Client shall reimburse Proposer for reasonable collection and legal fees incurred to recover overdue sums.

TERM AND TERMINATION

Term: This Agreement shall commence on the Start Date: and shall continue until the End Date: unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this Agreement for any reason upon written notice to the other party delivered at least days prior to the effective termination date. Upon termination for convenience, Client shall pay Proposer for all services performed and expenses reasonably incurred through the effective date of termination.

Termination for Cause: Either party may terminate immediately for material breach by the other party if such breach remains uncured for a period of days after written notice specifying the breach.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in strict confidence and shall not use or disclose any Confidential Information disclosed by the other party (the "Disclosing Party") except as necessary to perform its obligations under this Agreement. "Confidential Information" includes proprietary business information, technical data, pricing, designs, software, specifications, trade secrets and other information reasonably understood to be confidential. Confidential Information does not include information that: (a) is or becomes generally known to the public through no fault of the Receiving Party; (b) was lawfully known to the Receiving Party prior to disclosure by the Disclosing Party; or (c) is rightfully received from a third party without restriction.

The Receiving Party shall take reasonable measures to protect Confidential Information and shall not disclose it to any third party except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement. Upon termination or upon written request, the Receiving Party shall return or destroy Confidential Information, except as retention is required by law, in which case such retained Confidential Information shall remain subject to these confidentiality obligations.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising out of or relating to this Agreement.

MISCELLANEOUS

Independent Contractor: Proposer is an independent contractor and nothing in this Agreement will be construed to create an employment, partnership or agency relationship between the parties.

Assignment: Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Proposer may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Limitation of Liability: Except for liability arising from gross negligence, willful misconduct, or breaches of confidentiality or intellectual property obligations, neither party shall be liable for any indirect, incidental, special or consequential damages, and each party's aggregate liability shall be limited to the total compensation paid to Proposer under this Agreement during the 12 months preceding the claim.

ENTIRE AGREEMENT

This Agreement, together with any attachments, schedules and statements of work referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, understandings and communications, whether oral or written. This Agreement may be amended only by a written instrument executed by authorized representatives of both parties.

NOTICES

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by notice to the other party.

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