Business Proposal Round Two

BUSINESS PROPOSAL ROUND TWO

Proposal Date:    Proposal Number:

Parties and Contact Information

Recitals

WHEREAS, Client desires to retain Contractor to provide the services described in this Proposal and Contractor is willing to perform such services under the terms and conditions set forth herein;

WHEREAS, this document constitutes the second-round proposal reflecting agreed refinements to scope, schedule, and compensation and is intended to be binding upon acceptance by authorized representatives of both parties;

WHEREAS, the parties intend for this Proposal to form the basis of a services agreement setting forth deliverables, payment, confidentiality, and governing law provisions;

Scope of Work

Contractor shall perform the services and deliver the deliverables described below. The scope is limited to the tasks expressly described; additional services will require written change order and may affect schedule and compensation.

Payment Terms

Total Compensation:

Invoices are payable within days of receipt unless otherwise agreed in writing. Late payments shall bear interest at the lesser of (i) % per month or (ii) the maximum rate permitted by applicable law. A late fee of may be charged for invoices unpaid more than 30 days after invoice date.

Term and Termination

This Proposal becomes effective on the Effective Date and continues until the Completion Date unless earlier terminated in accordance with this Proposal.

Effective Date:    Completion Date:

Either party may terminate this Proposal for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if the breach is not cured within 10 days after written notice. Upon termination, Client shall pay Contractor for all work performed and reasonably incurred expenses through the effective date of termination.

Confidentiality

For purposes of this Proposal, Confidential Information means non-public information disclosed by one party to the other relating to business, operations, customers, pricing, trade secrets, technical information, and other proprietary information disclosed in any form. Recipient shall (i) hold Confidential Information in strict confidence, (ii) not disclose it to third parties except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein, and (iii) not use Confidential Information except to perform obligations under this Proposal.

Confidentiality obligations do not apply to information that: (a) is or becomes public through no fault of the recipient; (b) was rightfully known to recipient prior to disclosure; (c) is rightfully received from a third party without breach; or (d) is independently developed without use of the other party's Confidential Information. If disclosure is compelled by law, recipient shall provide prior notice to the disclosing party where lawful and reasonable to permit protective measures.

Check if confidentiality obligations are mutual

Representations; Warranties; Liability

Each party represents that it has full power and authority to enter into this Proposal. Contractor warrants that services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS PARAGRAPH, SERVICES ARE PROVIDED "AS IS" AND CONTRACTOR DISCLAIMS ALL OTHER WARRANTIES TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Except for wilful misconduct or gross negligence, neither party shall be liable for indirect, incidental, special or consequential damages. The aggregate liability of Contractor arising out of or relating to this Proposal shall not exceed the total compensation paid by Client to Contractor under this Proposal.

Governing Law; Dispute Resolution

This Proposal shall be governed by the laws of: without regard to conflict of law principles. The parties shall first attempt in good faith to resolve disputes through negotiation. If unresolved, disputes shall be resolved in courts located in the selected jurisdiction unless the parties agree in writing to arbitration.

Entire Agreement; Amendments

This Proposal, together with any attachments or executed change orders, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations, proposals, and understandings. No amendment or waiver shall be effective unless in a written instrument signed by authorized representatives of both parties.

Acceptance

By signing below, Client and Contractor each represent and warrant that they have the authority to bind the respective party and agree to be bound by the terms of this Proposal. Execution may be in counterparts and electronic signatures shall be effective as originals.

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