Business Proposed Plan

BUSINESS PROPOSED PLAN

This Business Proposed Plan ("Plan") is made and entered into as of Effective Date: by and between Proposer Name: with address: and Recipient Name: with address: .

RECITALS

WHEREAS, Proposer is engaged in the business of developing and implementing commercial strategies, products, or services as described in this Plan and has represented capabilities and resources to perform the work described herein; and

WHEREAS, Recipient seeks to engage Proposer to provide a proposed plan and associated services for the purpose of: and the parties wish to set forth their mutual understanding and the terms upon which the work will be performed.

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

SCOPE OF WORK

Proposer shall provide the services, activities, analyses, and deliverables necessary to accomplish the objective described above. The scope includes planning, development, and advisory tasks specifically identified below. Any material change to the scope shall be subject to written amendment signed by both parties.

PAYMENT TERMS

In consideration for the services provided under this Plan, Recipient shall pay Proposer the fees and expenses set forth below. All amounts are stated in United States Dollars unless otherwise agreed in writing.

Unless otherwise specified in the payment schedule, invoices are due within days of invoice date. Late payments shall accrue interest at a rate of or the maximum rate permitted by law, whichever is less. Recipient shall also reimburse reasonable costs of collection, including attorneys' fees, for overdue amounts.

TERM AND TERMINATION

This Plan commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Plan for convenience upon providing written notice to the other party at least days prior to the effective date of termination. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach. Upon termination, Recipient shall pay Proposer for all services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party agrees to maintain in confidence all Confidential Information disclosed by the other party in connection with this Plan and to use such Confidential Information solely for the purposes of performing obligations under this Plan. "Confidential Information" means non-public information that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Confidentiality obligations shall survive termination of this Plan for a period of years, except with respect to trade secrets which shall remain confidential for so long as they qualify as trade secrets. Confidential Information does not include information that: (a) is or becomes publicly available through no breach by the receiving party; (b) is rightfully received from a third party without restriction; or (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information. A receiving party may disclose Confidential Information to the extent required by law, provided it gives prompt prior notice to the disclosing party where legally permitted.

GOVERNING LAW

This Plan shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that state for any dispute arising out of or relating to this Plan.

ENTIRE AGREEMENT

This Plan, including any schedules or attachments expressly incorporated in writing, 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 oral or written. Any modification to this Plan must be in writing and signed by authorized representatives of both parties.

The parties acknowledge that they have read and understand this Plan, and that the persons signing below are authorized to execute this Plan on behalf of the respective parties.

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