Business Proposal Execution Document

BUSINESS PROPOSAL EXECUTION DOCUMENT

Parties and Project Identification

Recitals

WHEREAS, Client Name: seeks to engage Contractor to perform the services described in this document and the Proposal attached or incorporated herein; and

WHEREAS, Contractor Name: represents that it has the experience, personnel and capability to perform the Scope of Work under the terms set forth below; and

WHEREAS, the parties desire to set out the terms, payment structure, confidentiality obligations and governing law applicable to the work described in this Business Proposal Execution Document.

Scope of Work

Any changes to the Scope of Work shall be executed only by written Change Order signed by authorized representatives of both parties. Additional compensation or schedule adjustments resulting from a Change Order will be determined in accordance with the change order procedures set forth in this document.

Payment Terms

Late Payment: Payments not received within days after the due date shall incur interest at the rate of , or the maximum rate permitted by applicable law, plus any costs of collection including reasonable attorneys' fees.

Term and Termination

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

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective termination date. Termination for cause may be effected immediately upon written notice if the non‑breaching party materially breaches any provision of this Agreement and fails to cure such breach within days after receipt of written notice describing the breach.

Upon termination, Contractor shall be entitled to payment for Services performed and expenses incurred through the effective date of termination, subject to any offsets for damages or setoffs as permitted under this Agreement.

Confidentiality

For purposes of this Agreement, "Confidential Information" means any non-public, proprietary or business information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") in any form, whether oral, written, electronic, or otherwise, and that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, pricing, technical data, methodologies, client lists, samples, and trade secrets.

The Receiving Party shall (a) protect the Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not use Confidential Information for any purpose other than performance under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

Confidentiality obligations shall continue for a period of years following termination or expiration of this Agreement, except with respect to trade secrets, for which protection shall continue for as long as such information qualifies as a trade secret under applicable law. Exceptions include information that is (i) publicly available at the time of disclosure, (ii) rightfully received from a third party without restriction, (iii) independently developed without use of Confidential Information, or (iv) required to be disclosed by law or court order (provided the Disclosing Party is given prompt notice and opportunity to seek protective relief).

Representations, Warranties and Indemnity

Each party represents and warrants that it has the full power and authority to enter into and perform its obligations under this Agreement. Contractor warrants that the services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. Contractor's sole and exclusive remedy, and Client's sole and exclusive remedy, for breach of this warranty shall be re-performance of nonconforming services or, if Contractor fails to re‑perform, a refund of the fees paid for such nonconforming services.

Each party shall defend, indemnify, and hold harmless the other party from and against any third-party claims, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's negligence, willful misconduct, or material breach of this Agreement.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The parties agree to attempt in good faith to resolve any dispute arising under this Agreement through negotiation between senior representatives. If the dispute cannot be resolved by negotiation within 30 days, the parties may pursue any remedy available at law or in equity in the courts of the chosen state.

Entire Agreement; Amendment

This Agreement, together with any referenced exhibits, attachments or accepted written Proposal, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Neither party may assign this Agreement without the prior written consent of the other party, except that a party may assign this Agreement to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets provided the assignee assumes all obligations hereunder. The invalidity or unenforceability of any provision shall not affect the validity of the remainder of this Agreement, which shall be enforced to the maximum extent permitted by law.

Execution

Each party signing below warrants that the person signing has been duly authorized to execute this Agreement on behalf of the party. Signatures delivered electronically or by facsimile shall be deemed original signatures for all purposes.

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