Business Proposal Round 2

Business Proposal Round 2

Parties

Recitals

WHEREAS, Client has requested that Provider prepare and present a revised business proposal, incorporating additional deliverables, refined timelines, and updated pricing for the services described herein; and

WHEREAS, Provider has the experience, personnel, and resources necessary to perform the services requested by Client and agrees to perform such services on the terms and conditions set forth in this Business Proposal Round 2 (the "Agreement"); and

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows.

Scope of Work

Provider will perform the services and deliver the items described in this section. Services shall include, at minimum, the following tasks, deliverables, and acceptance criteria:

Milestones & Schedule

The parties agree to the following milestone schedule. Provider will use commercially reasonable efforts to meet each milestone by the associated target date.

Target Date:    Payment Upon Completion: $

Target Date:    Payment Upon Completion: $

Payment Terms

Compensation and invoicing shall follow the terms set forth below. All amounts are stated in United States Dollars unless otherwise indicated.

Standard Payment Terms: Invoices are due within days of invoice date. Late payments will incur interest of % per month or the maximum permitted by law, whichever is less.

Term and Termination

This Agreement commences on the Start Date and continues until the End Date or until earlier termination as provided below.

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Provider may suspend performance immediately if Client fails to pay undisputed invoices when due following a day cure period after written notice. Termination for material breach is effective immediately upon written notice if the breaching party fails to cure within days.

Change Orders

Any changes to the Scope of Work, schedule, or fee shall be documented and approved in writing as a change order signed by authorized representatives of both parties. No change order shall be effective without a written amendment signed by both parties.

Confidentiality

Each party (“Receiving Party”) shall hold in confidence all non-public information disclosed by the other party (“Disclosing Party”) that is marked confidential or would reasonably be considered confidential given the nature of the information and the circumstances of disclosure (collectively, “Confidential Information”). Receiving Party shall not disclose Confidential Information to any third party except to employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that: (a) is or becomes publicly available other than by breach of this Agreement; (b) was rightfully known to Receiving Party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by Receiving Party without use of Disclosing Party’s Confidential Information.

Upon termination or expiration of this Agreement, Receiving Party shall promptly return or destroy all Confidential Information of Disclosing Party and certify in writing the return or destruction upon request.

Warranties; Limitation of Liability

Provider warrants that the services will be performed in a professional and workmanlike manner consistent with industry standards. Except for the express warranty set forth in this paragraph, Provider disclaims all other warranties, express or implied. Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, in no event shall either party be liable for consequential, incidental, special, punitive, or exemplary damages. Provider's aggregate liability for claims arising under this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected below, without regard to conflict of law principles.

Entire Agreement

This Agreement, including 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, and communications, whether written or oral. Any amendments to this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Notices under this Agreement must be in writing and delivered to the addresses specified in the Parties section. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights under this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a merger or sale of substantially all assets.

Acknowledgment

By signing below, the persons signing this Agreement represent and warrant that they are authorized to bind the party on whose behalf they sign and that the party accepts the terms of this Business Proposal Round 2.

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