Business Submission Document

BUSINESS SUBMISSION DOCUMENT

This Business Submission Document (the "Agreement") is entered into by and between Submitter Name: and Recipient Name: , effective as of Effective Date: .

RECITALS

WHEREAS, the Submitter is engaged in the business of providing goods, services, or deliverables described herein and represents that it has the experience, personnel, and resources necessary to perform such services;

WHEREAS, the Recipient desires to receive and evaluate the submission and to engage the Submitter under the terms set forth below; and

WHEREAS, the parties hereby document the terms, payment, confidentiality, and other material provisions governing the submission and any resulting work product.

PARTY INFORMATION

SCOPE OF WORK

Submitter will perform the services and deliverables described below. All work shall be performed in a professional manner consistent with industry standards and in compliance with applicable laws and regulations.

PAYMENT TERMS

Total Fee:   Currency:

Late Payment: If any payment due hereunder is not received by the Submitter within days after the due date, interest shall accrue at or the highest rate permitted by law, whichever is less.

TERM AND TERMINATION

Term Commencement Date:   Term Expiration Date:

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective termination date. Material breach by either party that remains uncured for days following written notice of such breach shall permit the non-breaching party to terminate immediately.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by a party (Disclosing Party) to the other (Receiving Party) 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. Confidential Information includes business plans, pricing, technical data, and financial information, but excludes information that: (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) was known to the Receiving Party prior to disclosure as demonstrated by written records; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall: (i) use Confidential Information solely for the purpose of performing under this Agreement; (ii) restrict disclosure to employees, contractors, and agents with a need to know and who are bound by confidentiality obligations consistent with this Agreement; and (iii) take reasonable measures to protect confidentiality. Upon termination or upon request, the Receiving Party shall return or destroy all Confidential Information and certify in writing that such action has been taken, except as required to maintain archival records for legal compliance.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, including any attachments or exhibits signed by the parties, 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 must be in writing and signed by authorized representatives of both parties.

REPRESENTATIONS AND AUTHORITY

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the person signing below is authorized to bind such party.

ADDITIONAL SUBMISSION DETAILS

Attachments included with this submission (check all that apply):

Scope of Work Exhibit   Pricing Exhibit   Technical Specification   Other

CERTIFICATION

By signing below, each party certifies that the information provided in this Business Submission Document is true, complete, and accurate to the best of its knowledge, and that the signatory has authority to bind the respective party.

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