Business Proposal Forms

BUSINESS PROPOSAL / SERVICES AGREEMENT

Proposal Date:   Proposal No.:

RECITALS

WHEREAS, Client Name: (the "Client") desires to obtain certain professional services; and

WHEREAS, Service Provider Name: (the "Provider") represents that it has the experience and capacity to perform the services described below;

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

SCOPE OF WORK

Project Title:

PAYMENT TERMS

Total Fee (USD):   Deposit Amount (if any):

Invoicing Frequency:

Late Payment Fee: — Late fees accrue on overdue balances from the invoice due date until paid in full. Interest and collection costs shall be recoverable.

Reimbursable Expenses: Provider may invoice for pre-approved, reasonable out-of-pocket expenses.

TERM AND TERMINATION

Agreement Term Commencement Date:   Anticipated Completion Date:

Termination for Convenience: Either party may terminate this Agreement upon days' prior written notice to the other party. Termination shall not relieve the Client of its obligation to pay for services performed and costs incurred prior to termination.

Termination for Cause: Either party may terminate immediately if the other materially breaches any obligation and fails to cure such breach within days after written notice.

CONFIDENTIALITY

Each party acknowledges that in connection with this Agreement it may receive Confidential Information of the other. "Confidential Information" means non-public business, technical or financial information marked confidential or that a reasonable person would understand to be confidential. The receiving party shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) restrict disclosure to employees and contractors with a need to know, and (iii) protect such information with at least the same degree of care as its own confidential information, but in no event less than reasonable care.

Exceptions: Confidential Information does not include information that (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known by the receiving party prior to disclosure; (c) is independently developed without use of the disclosing party's Confidential Information; or (d) is rightfully obtained from a third party without restriction.

Confidentiality Term: The obligations in this section shall survive termination for a period of years, except to the extent that trade secrets require longer protection under applicable law.

INTELLECTUAL PROPERTY

Ownership of Work Product: Unless otherwise agreed in writing, upon full payment, the Provider assigns to the Client all right, title and interest in deliverables specifically prepared for the Client under this Agreement. Provider retains ownership of pre-existing tools, methodologies and know-how. Any third-party materials used in deliverables remain subject to applicable third-party licenses.

LIABILITY AND INDEMNIFICATION

Limitation of Liability: Except for willful misconduct or gross negligence, neither party shall be liable for indirect, incidental, special or consequential damages. Provider's total aggregate liability for claims arising under or in connection with this Agreement shall not exceed the total fees paid by the Client to the Provider under this Agreement.

Indemnification: Each party shall indemnify and hold harmless the other against third-party claims arising from its breach of this Agreement or its gross negligence or willful misconduct.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. Venue for disputes shall lie in the courts located in that state unless the parties agree otherwise in writing.

ENTIRE AGREEMENT

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

ADDITIONAL PROVISIONS

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld.

Notices: All notices under this Agreement shall be in writing and delivered to the addresses listed below or to such other address as a party may designate in writing.

PARTY CONTACT INFORMATION

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