Business Signature Proposal

BUSINESS SIGNATURE PROPOSAL

Proposal Date:   Proposal No.:

Parties

Client Name:   Client Address:

Service Provider Name:   Provider Address:

Recitals

WHEREAS, Client desires to engage Service Provider to perform the services described in this Proposal and Service Provider represents that it has the experience and capability to perform such services in a professional manner; and

WHEREAS, the parties wish to set forth their agreement concerning the scope, payment, term and other terms and conditions under which Service Provider will perform services for Client; and

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

Scope of Work

Payment Terms

Total Fee:   Payment Schedule:

Late Fee:   Remedies:

Term and Termination

Commencement Date:   Expiration Date:

Either party may terminate this Agreement for convenience upon days' written notice. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means all non-public information disclosed by one party to the other, whether disclosed orally, visually or in writing, that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: Receiving party shall (a) hold Confidential Information in strict confidence, (b) not disclose Confidential Information to any third party except as required to perform this Agreement, and (c) use Confidential Information solely to perform its obligations under this Agreement. Receiving party shall implement commercially reasonable safeguards to protect Confidential Information.

Exceptions: Confidential Information does not include information that (i) is or becomes generally known to the public without breach of this Agreement, (ii) was known to receiving party prior to disclosure without restriction, (iii) is rightfully received from a third party free of restriction, or (iv) is independently developed without use of Confidential Information.

Duration: The confidentiality obligations set forth herein shall continue for a period of five (5) years following termination or expiration of this Agreement, except with respect to trade secrets, for which such obligations shall continue as long as the information remains a trade secret under applicable law.

Representations and Warranties

Each party represents and warrants that it has full right, power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider warrants that services will be performed in a professional and workmanlike manner in accordance with industry standards.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for resolution of disputes arising under this Agreement.

Entire Agreement; Amendments

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

Additional Provisions

Acceptance: Client accepts the terms of this Proposal by signing below. Service Provider's commencement of work shall constitute acceptance if a signed copy is not returned prior to commencement.

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