Business Proposal Form Submission

BUSINESS PROPOSAL FORM SUBMISSION

This Business Proposal Agreement (the "Agreement") is entered into as of by and between (Proposer) and (Client).

WHEREAS

WHEREAS, Proposer is engaged in the business of providing professional services and has proposed to perform the services described in this Agreement for Client; and

WHEREAS, Client desires to engage Proposer to perform such services under the terms set forth in this Agreement, and Proposer is willing to perform such services on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

PROJECT INFORMATION

SCOPE OF WORK

Proposer shall perform the work described below in a professional and workmanlike manner consistent with industry standards. The Scope of Work describes deliverables, tasks, acceptance criteria, and responsibilities of each party.

TIMELINE & MILESTONES

Anticipated commencement date:   Anticipated completion date:

PAYMENT TERMS

Client agrees to pay Proposer the total fees and reimbursable expenses set forth below in accordance with the payment schedule. All amounts are denominated in United States Dollars unless otherwise stated.

Late payment shall incur a fee of per month on any unpaid balance, or the maximum permitted by law, whichever is less.

EXPENSES

CONFIDENTIALITY

Each party acknowledges that, in the course of performing this Agreement, it may receive confidential or proprietary information of the other party ("Confidential Information"). Each party agrees to (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely for the purpose of performing obligations under this Agreement, and (c) not disclose Confidential Information to any third party except as expressly permitted in writing or as required by law. Confidential Information does not include information that is or becomes publicly available without breach of this Agreement, is already known to the receiving party, or is independently developed without use of the disclosing party's Confidential Information.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Proposer retains all right, title and interest in and to its pre-existing intellectual property and tools (Background IP). Upon full and final payment of all amounts due hereunder, Proposer grants Client a non-exclusive, non-transferable license to use the Deliverables solely for Client's internal business purposes. Any transfer, sublicensing, or sale of Deliverables requires Proposer's prior written consent. Proposer warrants that Deliverables delivered to Client will not knowingly infringe third-party intellectual property rights.

WARRANTIES, LIMITATION OF LIABILITY & INDEMNITY

Proposer represents and warrants that it will perform services in a professional and workmanlike manner. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ALL OTHER WARRANTIES ARE DISCLAIMED. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO PROPOSER UNDER THIS AGREEMENT.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice. Upon termination, Client shall pay Proposer for all work performed and expenses incurred through the effective date of termination and any non-cancellable commitments.

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.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments, 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 modification to this Agreement must be in writing and signed by authorized representatives of both parties.

ACCEPTANCE

By checking the box below and signing, Client accepts this Proposal and authorizes Proposer to commence work in accordance with the terms of this Agreement.

I hereby accept the terms and authorize Proposer to begin performance.

ADDITIONAL PROVISIONS

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