Business Proposal Masterpiece

BUSINESS PROPOSAL MASTERPIECE

This Business Proposal Masterpiece ("Agreement") is made and entered into as of Effective Date: by and between Client Name: with principal address at , and Contractor Name: with principal address at (each a "Party" and together the "Parties").

WHEREAS

WHEREAS, Client requires specialized professional services and deliverables as further described in this Agreement; and

WHEREAS, Contractor represents that it has the qualifications, experience, and capacity to provide the services and deliverables requested by Client under the terms set forth herein; and

WHEREAS, the Parties desire to set forth their respective rights and obligations regarding the scope, compensation, confidentiality and governance of the services to be performed.

SCOPE OF WORK

Contractor shall provide the services and deliverables described below. Contractor shall furnish all labor, materials, equipment and supervision necessary to complete the work in accordance with the specifications and schedule agreed by the Parties.

PAYMENT TERMS

Client shall pay Contractor for the services performed in accordance with the following fee structure and schedule. All amounts are in U.S. dollars unless otherwise agreed in writing.

Invoices shall be submitted by Contractor in accordance with the payment schedule and are due and payable within days of receipt unless otherwise specified.

Any undisputed amount not paid when due shall accrue interest at the lesser of:

(a) a rate of % per month, compounded monthly, or (b) the maximum rate permitted by applicable law. In addition, Client shall reimburse Contractor for reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement for convenience upon written notice to the other Party at least days prior to the effective date of termination. Either Party may terminate immediately for material breach if the breaching Party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one Party to the other Party, whether oral or written, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, technical data, pricing, customer lists and trade secrets.

Each receiving Party shall: (a) hold Confidential Information in strict confidence and use at least the same degree of care to protect it as it uses to protect its own confidential information, but in no event less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those in this Agreement.

The obligations in this section do not apply to information that the receiving Party can demonstrate: (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) was in its possession prior to receipt from the disclosing Party; (iii) is received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed without use of or reference to the disclosing Party's Confidential Information. The confidentiality obligations shall survive for years following termination or expiration of this Agreement.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If negotiation fails, the Parties may pursue all available legal and equitable remedies in the courts of the governing state.

MISCELLANEOUS

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

Amendment: This Agreement may be amended or modified only by a written instrument executed by authorized representatives of both Parties.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, understandings and communications, whether written or oral, relating to the same subject matter.

NOTICES

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