Business Solutions Application

BUSINESS SOLUTIONS APPLICATION

Parties and Effective Date

This Business Solutions Application (the "Agreement") is entered into as of by and between Client Name: and Provider Name: .

Recitals

WHEREAS, Client desires to obtain business solutions, advisory services, software, implementation, or related professional services to further Client's commercial objectives; and

WHEREAS, Provider represents that it possesses the requisite experience, personnel, and resources to provide the services described in this Application and agrees to perform such services under the terms and conditions set forth herein; and

WHEREAS, the parties intend for this Application to govern the initial scope, payment terms, confidentiality obligations, and other material terms of the engagement subject to a definitive services agreement when executed.

Company Information (Applicant)

Corporation Limited Liability Company (LLC) Partnership Sole Proprietorship Other

Services Requested

Please indicate the services or solutions requested:

Consulting Software Development Implementation Support & Maintenance Training Other

Scope of Work

Provide a detailed description of the services, deliverables, milestones, and acceptance criteria. Attach separate exhibits if necessary.

Project Timeline & Milestones

Anticipated project commencement date: anticipated completion date:

Payment Terms

Total contract amount (estimated): $ . Unless otherwise agreed in writing, amounts are exclusive of applicable taxes.

Invoices shall be due within days from receipt. Overdue amounts shall bear interest at the lesser of an annual rate of % per month or the maximum rate permitted by law. Client shall also reimburse Provider for reasonable collection costs, including attorneys' fees.

Term and Termination

Term begins on and, unless earlier terminated, continues until .

Either party may terminate for convenience upon days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure the breach within days after written notice. Upon termination, Client will pay Provider for services performed and reimbursable expenses incurred through the effective date of termination.

Confidentiality

"Confidential Information" means nonpublic information disclosed by one party to the other, whether disclosed orally, visually or in writing, that is designated confidential or that reasonably should be understood to be confidential. Confidential Information does not include information that (a) is or becomes generally available to the public other than through a breach, (b) is known to the receiving party at the time of disclosure without restriction, (c) is received from a third party without breach of an obligation of confidentiality, or (d) is independently developed by the receiving party.

The receiving party shall (i) protect Confidential Information with at least the same degree of care it uses to protect its own similar information but not less than reasonable care; (ii) use Confidential Information only for the purposes of performing under this Agreement; and (iii) not disclose Confidential Information to any third party except to those employees, affiliates, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein. The obligations in this section shall continue for years following disclosure or as required by law. Remedies at law for breach of confidentiality may be inadequate and the disclosing party shall be entitled to seek injunctive relief without posting bond in addition to other remedies.

Intellectual Property & Deliverables (Summary)

Unless otherwise agreed in writing, Provider retains ownership of preexisting materials, methodologies, and tools. Client is granted a limited, nonexclusive, nontransferable license to use deliverables solely for Client's internal business purposes upon full payment of amounts due. Specific ownership and licensing arrangements shall be set forth in a definitive services agreement or exhibit when applicable.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation between senior executives. If the dispute is not resolved within sixty (60) days, the parties may pursue any available legal or equitable remedies.

Entire Agreement; Amendments

This Application, together with any exhibits and any subsequently executed written agreements specifically referencing this Application, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

References and Attachments

Business Plan Financial Statements Resumes of Key Personnel Project Proposal

Certifications

The undersigned certifies that the information provided in this Application is true and accurate to the best of the signer's knowledge, that the signer has authority to bind the party on whose behalf the signer is submitting this Application, and that submission of this Application does not violate any agreement to which the submitting party is bound. The undersigned further authorizes Provider to verify the representations made herein and to obtain references.

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