Business Proposal Igniteastar

BUSINESS PROPOSAL IGNITEASTAR

Proposal Date:   Proposal Reference No.:

Parties

Recitals

WHEREAS, Provider Name: is experienced in providing consulting, product development and implementation services described herein; and

WHEREAS, Client Name: desires to engage Provider to perform the services on the terms set forth in this Proposal and Agreement; and

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

Scope of Work

Payment Terms

Total Fee: payable in accordance with the schedule below.

Accepted Billing Methods: Wire Transfer Check Card

Late Payment: A late fee of % per month will apply to overdue amounts, and the Client will also be responsible for reasonable collection costs and attorneys' fees incurred by Provider in enforcing payment.

Term and Termination

Term Commencement Date:   Term Expiration Date:

Either party may terminate this Agreement for material breach if such breach remains uncured for days after written notice. Either party may also terminate for convenience upon days' prior written notice to the other party. Termination does not relieve Client of payment obligations for services rendered prior to termination.

Confidentiality

Each party (the "Recipient") shall hold in strict confidence all non-public information and materials provided by the other party (the "Discloser") and shall not disclose such Confidential Information to any third party except as expressly permitted in this Agreement. Confidential Information does not include information that (a) is or becomes publicly known through no breach by Recipient, (b) was in Recipient's lawful possession prior to receipt, (c) is rightfully received from a third party without restriction, or (d) is independently developed by Recipient. The obligations in this clause shall survive termination of this Agreement for a period of years.

Representations; Warranties; Limitation of Liability

Each party represents that it has the power and authority to enter into this Agreement. Provider warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE FEES PAID TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for disputes arising under this Agreement.

Entire Agreement; Amendments

This Proposal and Agreement, including all attachments and exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, 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 to such other address as either party may designate by written notice.

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