Business Proposal Summary

BUSINESS PROPOSAL SUMMARY

This Business Proposal Summary (the "Summary") is entered into as of Effective Date: by and between Client Name: and Service Provider Name: . This Summary memorializes the principal terms and conditions upon which the Service Provider proposes to perform the services described herein for the Client.

WHEREAS

WHEREAS, the Client desires to retain the Service Provider to perform professional services related to the project set forth in this Summary; and

WHEREAS, the Service Provider represents that it has the skill, experience, personnel and resources necessary to deliver the services and deliverables described below and is willing to provide such services subject to the terms and conditions of this Summary.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows.

PROPOSAL OVERVIEW

SCOPE OF WORK

DELIVERABLES

Deliverables shall be provided in accordance with the milestones and specifications set forth below. Each deliverable will become a Work Product owned pursuant to the Intellectual Property provisions set forth in any subsequent agreement.

PAYMENT TERMS

The Client shall pay the Service Provider for the performance of the Scope of Work as set forth below. Fees, schedules and invoicing constitute material terms of this Summary.

If any invoice is not paid within the stated due period, Client shall pay a late fee of % per month on the outstanding balance, or the maximum lawful interest rate if lower, together with any collection costs reasonably incurred by the Service Provider.

TERM AND TERMINATION

This Summary shall commence on Start Date: and shall continue until End Date: , unless earlier terminated as provided below.

Either party may terminate this Summary for convenience upon written notice to the other party provided at least the number of days specified above. Either party may terminate immediately for material breach by the other party if such breach remains uncured for a period of thirty (30) days following written notice of breach. Termination shall not relieve the Client of its obligation to pay for Services performed and expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by one party to the other in connection with this Summary, whether disclosed orally, visually or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. The receiving party shall: (a) use Confidential Information only to perform its obligations under this Summary; (b) restrict disclosure of Confidential Information to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as this clause; and (c) exercise at least the same degree of care in protecting Confidential Information as it uses with its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that: (i) is or becomes generally known to the public without breach by the receiving party; (ii) is received from a third party without breach of an obligation of confidentiality; (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law or court order, provided the receiving party gives prompt notice and cooperates in any lawful effort to limit such disclosure.

The parties acknowledge and agree to the confidentiality obligations set forth above.

GOVERNING LAW

This Summary shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. Venue for any dispute arising out of or related to this Summary shall lie exclusively in the courts of that state.

ENTIRE AGREEMENT

This Summary, together with any attachments or statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations and understandings, whether written or oral. Any amendments or modifications to this Summary must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign its rights or delegate its obligations under this Summary without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, sale of substantially all assets, or change of control. If any provision of this Summary is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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