Business Proposal for Proposed Changes

BUSINESS PROPOSAL FOR PROPOSED CHANGES

Parties

Recitals

WHEREAS, Proposer: proposes to implement certain changes and improvements to the services, systems, or deliverables described in this Proposal; and

WHEREAS, Recipient: seeks to review, accept and authorize the proposed changes subject to the terms and conditions set forth herein; and

WHEREAS, the parties desire to document the scope, schedule, payment terms and other material provisions governing the proposed changes and any work to be performed in connection therewith.

Scope of Work

The Proposer shall perform the following scope of work to effect the proposed changes. Deliverables, specifications, and acceptance criteria for each deliverable shall be as described below and in any attached exhibits.

Timeline

Project commencement date:   Estimated completion date:

Payment Terms

Total fee for the proposed changes: $ . Payments shall be made in accordance with the schedule set forth below.

Deposit required (if any): $   Due on or before:

Late payment: Past due amounts shall accrue interest at the rate of % per month (or the maximum rate permitted by law), plus reasonable collection costs. In addition, a late fee of $ may be charged for each missed payment.

Term and Termination

Term commences on the Start Date: and, unless earlier terminated in accordance with this Agreement, continues until the Completion Date: or until acceptance of all deliverables.

Either party may terminate for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if such breach is not cured within days after written notice of breach.

Confidentiality

Each party acknowledges that in connection with this Proposal it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical, financial or other information disclosed in any form that is designated as confidential or that a reasonable person would consider confidential under the circumstances. Confidential Information does not include information that is or becomes publicly available without breach, is rightfully received from a third party without restriction, or is independently developed without use of the disclosing party's Confidential Information.

Each receiving party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to evaluate and perform the obligations under this Proposal; and (c) not disclose Confidential Information to any third party except to employees, agents, or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those contained herein. The obligations in this section survive termination for a period of three (3) years, except for trade secrets which shall remain protected for as long as they qualify.

Governing Law; Remedies

This Proposal and any agreement resulting from acceptance of it shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. Except for injunctive relief to protect Confidential Information or intellectual property rights, the parties' remedies are limited to those available at law or equity.

Representations; Entire Agreement

Each party represents and warrants that it has the full power and authority to enter into this Proposal and to perform its obligations. Proposer represents that the work will be performed in a professional manner consistent with industry standards.

This Proposal, together with any exhibits or attachments expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous negotiations, representations, or agreements, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Acceptance and Authorization

Acceptance: The Recipient's authorized signature below constitutes acceptance of this Proposal and authorization for Proposer to commence work consistent with the terms set forth herein. Any material changes to scope, schedule or compensation must be documented in a written change order and signed by both parties before performance.

Miscellaneous

Assignment: Neither party may assign its rights or delegate its obligations under this Proposal without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a sale of substantially all of its business.

Notices: Notices required or permitted under this Proposal shall be in writing and delivered to the contact information provided above. Electronic transmission shall be effective upon receipt if sent to a designated email address and followed by a copy by mail or as otherwise agreed.

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