Business Proposal Oreo

BUSINESS PROPOSAL OREO

Parties and Proposal Date

Effective Date:

Recitals

WHEREAS, Proposer is engaged in the business of providing professional business development, marketing and implementation services and has represented that Proposer possesses the requisite expertise, personnel and resources to perform the services described in this Proposal; and

WHEREAS, Client desires to retain Proposer to perform the services specified below for the fees and on the terms set forth in this Proposal; and

NOW, THEREFORE, in consideration of the mutual covenants contained in this Proposal and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows.

Scope of Work

Proposer shall provide the services and deliverables described below. The scope may be modified only by written amendment signed by both parties.

Payment Terms

Client shall pay Proposer the fees described below in exchange for the services rendered. All fees are quoted in U.S. dollars and are exclusive of taxes unless otherwise stated.

Term and Termination

Term: This Proposal shall commence on the Start Date: and shall continue through the End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Proposal for convenience upon providing written notice to the other party at least days prior to the proposed termination date. Either party may terminate immediately for cause if the other party materially breaches any obligation under this Proposal and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Proposer for all services performed and expenses reasonably incurred through the effective date of termination. Proposer shall deliver any completed deliverables and, to the extent applicable, a pro rata invoice for work in progress.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party to the other party, whether disclosed orally, in writing or by inspection, 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 does not include information that: (a) is or becomes publicly known through no breach of this Proposal by the receiving party; (b) is received from a third party without breach of any obligation of confidentiality; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law or valid order of a court or governmental body, provided that the receiving party provides prompt notice of such requirement and cooperates in any lawful effort to limit disclosure.

Each party shall hold the other party's Confidential Information in strict confidence and shall not use or disclose such information except as necessary to perform its obligations under this Proposal. These confidentiality obligations shall survive termination of this Proposal for a period of three (3) years.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, Proposer retains ownership of its pre-existing intellectual property and methodologies. Client shall own all final deliverables expressly commissioned under this Proposal upon payment in full of all fees due for such deliverables. Proposer shall retain a royalty-free license to use general knowledge, skills and experience acquired in performing the services for other clients, provided that no Confidential Information of Client is disclosed.

Representations; Warranties; Liability

Each party represents that it has the full power and authority to enter into this Proposal. Proposer warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS PROPOSAL, THE SERVICES ARE PROVIDED "AS IS" AND PROPOSER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF PROPOSER FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS PROPOSAL SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT UNDER THIS PROPOSAL.

Governing Law

This Proposal 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 submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising out of or relating to this Proposal.

Entire Agreement; Amendment

This Proposal, together with any exhibits or schedules attached hereto, 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 written or oral. No amendment or modification to this Proposal shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Proposal shall be in writing and delivered to the contact information provided by each party above or to such other address as either party may specify in writing. Notices shall be deemed given when received by hand, email with delivery confirmation, or three days after deposit with a nationally recognized overnight courier.

Execution

This Proposal may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be deemed original signatures for all purposes.

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