Business Proposal for Poly Solution

BUSINESS PROPOSAL FOR POLY SOLUTION

This Business Proposal and Agreement ("Agreement") is entered into as of by and between Provider Name: and Client Name: .

RECITALS

WHEREAS, Provider represents that it has expertise, personnel, and resources necessary to perform the professional services described in this Agreement; and

WHEREAS, Client desires to engage Provider to perform those services under the terms and conditions set forth herein; and

WHEREAS, the parties intend this document to serve as both a proposal and a binding agreement when executed by authorized representatives of both parties.

SCOPE OF WORK

Provider shall perform the services and deliver the deliverables described below. Provider will perform such services in a professional manner consistent with industry standards. Specific tasks, milestones, and acceptance criteria are as set forth in the Scope of Work.

PAYMENT TERMS

Client shall pay Provider for the services and deliverables described herein in accordance with the following payment terms. All fees are payable in United States dollars unless otherwise agreed in writing.

Invoices shall be submitted in accordance with the payment schedule. Unless otherwise agreed, invoice amounts are due within days of invoice date. Overdue amounts shall accrue interest at a rate of per month (or the maximum lawful rate, if lower), together with any reasonable costs of collection.

TERM AND TERMINATION

The term of this Agreement shall commence on and shall continue until unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice describing the breach with specificity. Termination does not relieve Client of obligation to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that in connection with this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public business or technical information disclosed in tangible or intangible form. The receiving party shall (i) use Confidential Information only for the purposes of performing its obligations under this Agreement; (ii) protect Confidential Information with the same standard of care it uses to protect its own confidential information, but in no event less than reasonable care; and (iii) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidentiality obligations shall continue for years following disclosure, except with respect to trade secrets, which shall be protected for so long as they remain trade secrets under applicable law. Confidential Information does not include information that (a) is or becomes generally available to the public through no fault of the receiving party; (b) was known to the receiving party without restriction prior to disclosure; (c) is rightfully obtained by the receiving party from a third party without obligation of confidentiality; or (d) is independently developed without use of the other party's Confidential Information.

GOVERNING LAW

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

ENTIRE AGREEMENT

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 oral or written. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or such other address as a party may designate in writing) and shall be deemed given upon personal delivery, three (3) days after deposit with a nationally recognized overnight courier, or five (5) days after mailing by certified mail, return receipt requested.

ADDITIONAL TERMS

The parties represent and warrant that they have the full power and authority to enter into this Agreement and to perform their obligations hereunder. Execution of this Agreement by electronic signature shall have the same force and effect as an original signature.

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