Business Proposal Cutting Edge

BUSINESS PROPOSAL CUTTING EDGE

Proposal Date:

Parties

Recitals

WHEREAS, Client Name: seeks to engage Contractor to provide specialized business development, design, and implementation services described herein; and

WHEREAS, Contractor Name: represents that it has the expertise, personnel, and resources necessary to perform the proposed services on the terms set forth in this Proposal; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows.

Project Title and Summary

Scope of Work

Contractor shall perform the services and deliver the deliverables described below in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Client agrees to pay Contractor the fees and reimbursements set forth below in consideration for the scope of work. All fees are due in U.S. dollars unless otherwise agreed in writing.

Late Payment: A late fee equal to per month (or the maximum permitted by law, if lower) shall accrue on any unpaid balance not paid within days after invoice date.

Expenses: Client will reimburse preapproved, reasonable out-of-pocket expenses incurred by Contractor upon submission of supporting documentation. Taxes: Unless otherwise specified, Client is responsible for applicable sales, use, and other taxes.

Term and Termination

Commencement Date: Services will commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective termination date. Termination for Cause: Either party may terminate immediately if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

Effect of Termination: Upon termination, Client will pay Contractor for services performed and expenses incurred through the effective date of termination. Contractor shall deliver any completed deliverables and such work-in-progress as Client may reasonably request.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party to the other, whether oral, written, or electronic, that is designated as confidential or that, by its nature, should be treated as confidential.

Obligations: Each receiving party shall (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) use Confidential Information only to perform obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to its employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Exclusions: Confidential Information does not include information that was rightfully in the receiving party's possession prior to disclosure, becomes public through no fault of the receiving party, is independently developed without use of the disclosing party's Confidential Information, or is rightfully received from a third party without restriction.

Representations and Warranties

Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder. Contractor warrants that services will be performed in a professional manner consistent with prevailing industry standards for similar services.

Limitation of Liability

Except for liability arising from willful misconduct or gross negligence, in no event will either party be liable for consequential, incidental, special, punitive or exemplary damages. The aggregate liability of either party for any claim arising out of or relating to this Agreement shall not exceed the total amount of fees paid to Contractor under this Agreement during the six (6) month period preceding the claim.

Governing Law and Dispute Resolution

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of laws principles.

Dispute Resolution: The parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If the dispute cannot be resolved within thirty (30) days, the parties agree to submit the dispute to mediation before pursuing any other remedy.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses listed above or to such other address as a party may specify in writing. Notices are effective upon receipt.

Entire Agreement; Amendments

This Proposal, together with any attached exhibits or statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and understandings, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Survival

The provisions of this Agreement that by their nature should survive termination or expiration of this Agreement, including but not limited to Confidentiality, Limitation of Liability, Governing Law, and Entire Agreement, shall survive.

Acceptance

The parties indicate their acceptance of this Proposal by signing below. Upon execution by both parties, this Proposal shall become a binding agreement between the parties.

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