Business Proposal Plan

BUSINESS PROPOSAL PLAN

Parties

Recitals

WHEREAS, Client Name: seeks to engage the Service Provider to perform the services described in this Business Proposal Plan; and

WHEREAS, Service Provider Name: represents that it has the expertise, personnel, and resources necessary to provide such services on the terms and conditions set forth below; and

WHEREAS, the parties desire that the Service Provider deliver the agreed deliverables for value and consideration beginning on the Effective Date:

Scope of Work

The Service Provider will perform the services and deliverables described in this section. The scope defines the work, acceptance criteria, and exclusions. All services will be performed in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the services and deliverables. All sums are payable in United States dollars unless otherwise agreed in writing.

Late payments shall accrue interest at the rate of per month on the outstanding balance, or the maximum rate permitted by law, whichever is lower. Client is responsible for all reasonable collection costs, including attorneys' fees, incurred by Service Provider to collect overdue amounts.

Term and Termination

This Agreement commences on Start Date: and will continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for any material breach by the other party that remains uncured for a period of days following written notice specifying the breach. Either party may also terminate for convenience upon prior written notice of days, subject to payment for all services performed and expenses incurred through the termination date.

Confidentiality

"Confidential Information" means non-public, proprietary information disclosed by either party to the other, whether oral, written, electronic or visual, including business plans, financial information, customer and supplier lists, technical data, designs, and trade secrets. Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of the recipient; (b) was in the recipient's possession without restriction prior to disclosure by the discloser; (c) is rightfully received by the recipient from a third party without restriction on use or disclosure; or (d) is independently developed by the recipient without use of the discloser's Confidential Information.

The recipient will: (i) use the Confidential Information only to perform its obligations under this Agreement; (ii) restrict disclosure to those employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein; and (iii) use at least the same degree of care to protect Confidential Information as it uses for its own confidential information, but in no event less than a reasonable degree of care. These obligations shall survive termination of this Agreement for .

Disclosure compelled by law with prior notice to discloser where permitted

Use of aggregated, non-identifiable data

Intellectual Property and Work Product

Unless otherwise agreed in writing, Client shall own all right, title and interest in and to deliverables and work product created specifically for Client under this Proposal. Service Provider hereby assigns to Client all right, title and interest in such deliverables. Service Provider retains ownership of its pre-existing methodologies, tools, templates, and other intellectual property, provided no Client Confidential Information is included.

Governing Law

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

Representations; Warranties; Limitation of Liability

Each party represents that it has the full right, power and authority to enter into this Agreement. Service Provider warrants that services will be performed in a professional manner consistent with prevailing industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, AND TOTAL AGGREGATE LIABILITY SHALL BE LIMITED TO AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX MONTHS PRIOR TO THE CLAIM.

Entire Agreement

This Agreement, including any attachments, appendices, and referenced statements of work, 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 oral or written. Any amendment must be in writing and signed by authorized representatives of both parties.

Execution

The parties may execute this Business Proposal Plan in counterparts and by electronic signature, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

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