Business Proposal Skywarrior

BUSINESS PROPOSAL SKYWARRIOR

This Business Proposal and Agreement ("Agreement") is made effective as of by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client seeks professional services to accomplish the objectives and deliverables described in this Agreement; and

WHEREAS, Service Provider represents that it has the experience, personnel, equipment and expertise necessary to perform the services detailed in the Scope of Work; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide such services to Client.

SCOPE OF WORK

Service Provider shall perform the services and deliver the deliverables described below. All services shall be performed in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

Client shall pay Service Provider for the services rendered in accordance with the schedule and amounts set forth below. All amounts are payable in lawful currency unless otherwise agreed in writing.

Invoices are due within days of receipt unless otherwise specified. Past due amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon providing days' prior written notice. Either party may terminate for cause if the other party materially breaches this Agreement and fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each party acknowledges that it may receive Confidential Information of the other party. "Confidential Information" means information disclosed in any form 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. Each party shall: (i) protect the other's Confidential Information with at least the same degree of care it uses to protect its own confidential information; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to its employees, contractors or advisors who need to know and who are bound by confidentiality obligations no less restrictive than those herein.

Confidentiality obligations shall not apply to information that is or becomes public through no fault of the receiving party, that was already rightfully known by the receiving party prior to disclosure, or that is independently developed without use of the disclosing party's Confidential Information. Upon termination or expiration of this Agreement, receiving party shall return or destroy Confidential Information as requested.

INTELLECTUAL PROPERTY AND DELIVERABLES

Unless otherwise agreed in writing, Service Provider hereby assigns to Client all right, title and interest in work product and deliverables created specifically for Client under this Agreement, subject to Client's payment in full. Service Provider retains ownership of its pre-existing materials, inventions, tools, methodologies and general skills. Where third-party materials are required, Service Provider shall obtain the necessary licenses and shall notify Client of any restrictions.

WARRANTY; LIMITATION OF LIABILITY

Service Provider warrants that it will perform the services in a professional and workmanlike manner. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" WITHOUT OTHER WARRANTIES. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT.

NOTICES

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, together with any exhibits, attachments and accepted statements of work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, proposals, understandings and agreements, whether written or oral. Any modification or waiver must be in writing and signed by both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or successor in interest.

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