Business Proposal Final

Business Proposal Final

This Business Proposal Final (the Agreement) is entered into on Effective Date: by and between Provider Name: with principal address: and Client Name: with principal address: .

Recitals

WHEREAS, Provider is engaged in the business of providing the services and deliverables described below and possesses the necessary expertise, personnel and equipment to perform such services; and

WHEREAS, Client desires to retain Provider to perform the services described in this Agreement on the terms and conditions set forth herein, and Provider is willing to perform such services for Client; and

WHEREAS, the parties intend that this Agreement constitute the final and binding statement of their mutual obligations with respect to the subject matter hereof.

Scope of Work

Provider will perform the services and deliver the work product described below (the Services). Provider shall perform the Services in a professional and timely manner in accordance with industry standards.

Payment Terms

Client shall pay Provider in consideration for the Services as set forth below. All payments are due in U.S. dollars and subject to the terms herein.

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. In addition, a late fee of shall be payable if payment is more than days past invoice date.

Term and Termination

This Agreement commences on Start Date: and, unless earlier terminated in accordance with this Section, will continue until End Date: .

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate immediately for cause upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Provider for all Services performed and reasonable, documented expenses incurred through the effective date of termination. Provider shall deliver all work-in-progress to Client and, to the extent applicable, return Client Confidential Information in Provider's possession.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other in connection with this Agreement, whether disclosed orally, in writing, or by inspection. Confidential Information includes business plans, technical information, pricing, and client lists, but does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is rightfully received 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) protect Confidential Information using the same degree of care it uses to protect its own confidential information but no less than reasonable care; (ii) use Confidential Information only to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to its employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. The confidentiality obligations shall survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

Representations; Compliance

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 and that its performance will not breach any agreement or obligation to any third party. Each party shall comply with all applicable laws, rules and regulations in performance of its obligations under this Agreement.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be resolved by the courts located in the governing state unless the parties mutually agree in writing to an alternative forum.

Entire Agreement; Amendments

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

Miscellaneous Provisions

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a merger or sale of substantially all of its assets, provided the assignee assumes all obligations hereunder. All notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing.

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