Business Proposal for Focused Fox

Business Proposal for Focused Fox

Prepared For: Focused Fox

Recitals

WHEREAS, Client Name: (the "Client") seeks professional business services to address the needs described in the Scope of Work below; and

WHEREAS, Service Provider Name: (the "Provider") possesses the expertise, personnel, and resources to deliver such services under the terms and conditions set forth in this Proposal and Agreement (the "Agreement"); and

WHEREAS, the parties desire to set forth their respective obligations with respect to the provision and payment for services in a binding document effective as of the Effective Date set forth below.

Effective Date

Effective Date:

Scope of Work

The Provider will perform the services described below. The Provider shall furnish all labor, materials, equipment, and supervision necessary to complete the work in a professional and timely manner, consistent with industry standards.

Deliverables and Milestones

The Provider shall deliver the following tangible milestones and deliverables. Each milestone payment is tied to Provider's acceptance criteria set forth below.

Payment Terms

Total Contract Amount:

Payment Schedule:

Invoicing Frequency:

Payment Due:

Late Payment Fee: — The Client agrees to pay interest and collection costs on overdue amounts; interest shall accrue from the date due until paid at the rate set forth above or the maximum permitted by law, whichever is lower.

Term and Termination

Term Commencement Date: . Term Expiration Date:

Either party may terminate this Agreement for convenience upon written notice to the other party no less than days prior to the effective date of termination. Termination for cause may be effected immediately upon written notice in the event of a material breach that remains uncured for a period of thirty (30) days following written demand for cure.

Upon termination, the Client shall pay the Provider for all services performed and expenses reasonably incurred through the effective date of termination; Provider shall deliver to Client all completed work and work-in-progress in a form reasonably usable by Client upon payment of all amounts due.

Confidentiality

Each party (the "Receiving Party") acknowledges that in the course of performance it may receive Confidential Information of the other party (the "Disclosing Party"). Confidential Information means non-public information disclosed in written, electronic, or oral form 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. The Receiving Party shall: (a) not disclose Confidential Information to any third party except as required to perform its obligations hereunder and to its employees or contractors on a need-to-know basis who are bound by confidentiality obligations at least as restrictive as those herein; (b) use Confidential Information solely for the purposes of performing this Agreement; and (c) 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.

Confidentiality obligations will not apply to information that: (i) is or becomes publicly available without breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (iv) is required to be disclosed by law, provided the Receiving Party gives prompt notice to the Disclosing Party and limits the disclosure to the extent legally required.

Warranties and Representations

Each party represents and warrants that it has the full corporate power and authority to enter into this Agreement and to perform its obligations hereunder. The Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other party against third-party claims arising from the indemnifying party's gross negligence or willful misconduct. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY ARISING FROM OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

Governing Law

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. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes arising under this Agreement.

Entire Agreement

This Agreement (including any attachments and exhibits) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals, discussions, negotiations, and agreements, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Notices

All notices, requests, consents and other communications hereunder shall be in writing and delivered to the addresses set forth below (or to such other address as the receiving party designates by notice) and shall be deemed given upon personal delivery, confirmed electronic transmission, or two (2) business days after deposit with a reputable overnight courier.

Acceptance

By signing below, the parties acknowledge that they have read, understand and agree to be bound by the terms and conditions of this Proposal and Agreement.

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