Business Sampling Proposal

BUSINESS SAMPLING PROPOSAL

Proposal Number:    Date Issued:

Recitals

WHEREAS, Client Name: (the "Client") desires to obtain business sampling services as set forth herein;

WHEREAS, Proposer Name: (the "Provider") represents that it has the personnel, equipment and expertise to provide such sampling services; and

WHEREAS, the parties wish to set forth the scope, compensation and terms under which Provider will perform business sampling in furtherance of the Client's marketing, research or quality assurance objectives.

Scope of Work

Expected Completion of Initial Sampling:    Locations:

Payment Terms

Total Fee: $ payable in accordance with the schedule below.

Deposit Amount (if any): $    Invoice Terms:

Late Payment: Unpaid amounts shall accrue interest at % per month (or the highest rate permitted by law), plus reasonable collection costs.

Term and Termination

Term Commencement Date:    Term End Date:

Either party may terminate this Proposal for convenience upon days' prior written notice. Termination for material breach is permitted where the breaching party fails to cure within days after written notice of breach.

Upon termination, Client shall pay Provider for services performed and expenses reasonably incurred through the effective date of termination. Provider shall deliver all work in progress and reasonable documentation necessary for Client to transition services.

Confidentiality

The parties acknowledge that in connection with the performance of this Proposal each may disclose Confidential Information. "Confidential Information" means non-public business, technical, financial and other information designated as confidential or that reasonably should be understood to be confidential given the nature of the information.

Receiving party shall (a) hold Confidential Information in confidence using at least the same degree of care it uses with its own similar information but no less than reasonable care; (b) not use Confidential Information except to perform obligations under this Proposal; and (c) not disclose Confidential Information to third parties except to its employees or contractors with a strict need to know and subject to confidentiality obligations at least as protective as those herein. Exceptions include information that is or becomes public without breach, already known by recipient, independently developed, or rightfully obtained from a third party.

Materials designated as confidential:

Representations and Warranties

Provider represents and warrants that it will perform services in a professional and workmanlike manner in accordance with generally accepted industry standards. Client represents that it has authority to engage Provider and that provision of samples and access to locations will not violate third-party rights.

Limitation of Liability

Except for willful misconduct or gross negligence, neither party shall be liable for consequential, indirect, special or punitive damages. Provider's aggregate liability for claims arising out of this Proposal shall not exceed the total fees actually paid by Client to Provider under this Proposal.

Governing Law

This Proposal shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles.

Entire Agreement

This Proposal, including any exhibits and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, communications and understandings, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Acceptance

By signing below, the parties acknowledge and agree to the terms set forth in this Business Sampling Proposal and authorize Provider to commence work in accordance with the Scope of Work and Payment Terms.

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