Business Proposal Snowball

BUSINESS PROPOSAL — SNOWBALL

This Business Proposal (the "Proposal") is made effective as of Effective Date: by and between Client Name: and Provider Name: .

Recitals

WHEREAS, Client seeks to engage Provider to perform certain business services and project work described herein for the benefit of Client; and

WHEREAS, Provider represents that it has the experience, personnel, and resources necessary to perform the services set forth in this Proposal for Project Name: ; and

WHEREAS, the parties wish to set forth the terms and conditions under which Provider will perform such services.

Scope of Work

Provider shall perform the services and deliverables described below. Services will be performed in a professional and workmanlike manner consistent with industry standards. Specific deliverables, milestones, and acceptance criteria are as follows:

Payment Terms

In consideration for the performance of the Scope of Work, Client shall pay Provider according to the following terms.

Provider will submit invoices in accordance with the Payment Schedule. Client shall pay undisputed invoices within Invoice Due Days days of receipt. Failure to pay within such period shall constitute a default.

Interest on overdue amounts shall accrue at the rate of Late Fee or the maximum lawful rate, whichever is lower. Client remains responsible for collection costs, including reasonable attorneys' fees.

Term and Termination

This Proposal shall commence on Start Date: and shall continue in effect until End Date: unless earlier terminated as provided herein.

Either party may terminate this Proposal for convenience upon written notice delivered at least Notice Period days prior to the intended termination date. Either party may terminate immediately for material breach by the other party if such breach is not cured within thirty (30) days following written notice specifying the breach.

Confidentiality

Each party agrees that it will not disclose or use Confidential Information of the other party except as necessary to perform its obligations under this Proposal. "Confidential Information" means non-public information disclosed in written, oral, electronic or other form that a reasonable person would understand to be confidential. Confidential Information does not include information that is (a) already lawfully known to the receiving party without restriction; (b) publicly known other than by a breach of this Proposal; (c) independently developed by the receiving party without reference to the disclosing party's Confidential Information; or (d) rightfully obtained from a third party without restriction.

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 law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising under or in connection with this Proposal.

Entire Agreement

This Proposal, together with 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, representations, and understandings, whether written or oral. No amendment, modification, waiver, or discharge of any provision of this Proposal shall be effective unless in writing and signed by both parties.

Miscellaneous

Assignment: Neither party may assign or transfer its rights or obligations under this Proposal without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a sale of substantially all of Provider's assets.

Independent Contractor: Provider is an independent contractor and nothing in this Proposal creates an employment, partnership, joint venture, or agency relationship between the parties.

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