Business Proposal H_P

Business Proposal H_P

This Business Proposal H_P (the "Agreement") is entered into by and between:

Client Name:    Address:

Provider Name:    Address:

WHEREAS

WHEREAS, Client requires professional services and deliverables described herein for the project titled (the "Project");

WHEREAS, Provider has represented that it possesses the capability, personnel and expertise to perform the services set forth in this Agreement; and

WHEREAS, the parties wish to set forth the terms and conditions under which Provider will perform the Project, effective as of .

Scope of Work

Provider shall perform the services and deliver the deliverables described below. Provider will perform such services in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Client will pay Provider for all services and deliverables in accordance with the terms below. All amounts are stated in U.S. dollars unless otherwise specified.

Late Payment Fee: Client agrees that any undisputed past-due amount not received within days of the due date will accrue interest at % per month (or the maximum lawful rate if lower). In addition, Provider may suspend services for invoices more than days overdue.

Term and Termination

Term: This Agreement shall commence on and shall continue until , unless earlier terminated in accordance with this Section.

Confidentiality

Each party acknowledges that, in connection with this Agreement, the other party may disclose or make available confidential information. "Confidential Information" means proprietary or non-public business, technical or financial information, whether in written, oral or electronic form, marked or reasonably understood to be confidential.

The receiving party shall (a) not disclose Confidential Information to any third party except as permitted herein; (b) use Confidential Information only for the purposes of performing obligations under this Agreement; and (c) take reasonable measures to protect Confidential Information from unauthorized use or disclosure. Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except that trade secrets will be protected for as long as they remain trade secrets under applicable law.

Acknowledgement of Confidentiality: I acknowledge and agree to the confidentiality provisions above.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. Any disputes arising out of or relating to this Agreement shall be resolved in the state or federal courts located in that State, and both parties submit to the jurisdiction of such courts.

Miscellaneous Provisions

Independent Contractor: Provider is an independent contractor and nothing contained in this Agreement shall be construed to create an employment, partnership or agency relationship between the parties.

Indemnification: Each party shall indemnify and hold harmless the other party from and against claims, liabilities and expenses arising from the indemnifying party's breach of this Agreement or its negligent or willful acts or omissions.

Entire Agreement

This Agreement, including all exhibits, attachments and written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements, understandings and representations. No modification to this Agreement will be effective except by a written instrument signed by authorized representatives of both parties.

Notice

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above (or to such other address as either party may designate by notice) and shall be deemed delivered when received.

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