Business Submission Sheet

BUSINESS SUBMISSION SHEET

Parties

Recitals

WHEREAS, Submitter, operating as , has prepared and is delivering to Recipient certain business materials, proposals, specifications, and other documents described herein; and

WHEREAS, Recipient, located at , wishes to receive, review, and, if acceptable, accept or execute the deliverables under the terms set forth in this Business Submission Sheet and the attached agreement provisions.

NOW, THEREFORE, in consideration of the mutual covenants and representations contained below, the parties agree as follows.

Scope of Work

Submission Details

Delivery Method:   Requested Action: Review Approval Acceptance

Proposal/Scope Technical Specifications Pricing Schedule Draft Contract Other:

Payment Terms

Fee Amount: $   Billing Contact:

Payment Schedule: Upon receipt Net 30 Milestone-based   Details:

Late Payment: Unpaid amounts shall accrue interest at % per month (or the maximum lawful rate if lower). In addition to interest, the prevailing party is entitled to recover collection costs, including reasonable attorneys' fees.

Term and Termination

Term Commencement Date:   Term End Date:

Either party may terminate this Submission Sheet and any related engagement for material breach by the other party if such breach remains uncured thirty (30) days after written notice. Either party may also terminate for convenience upon days' written notice. Termination does not relieve the parties of payment obligations accrued prior to termination nor the survival of provisions that by their nature should survive.

Confidentiality

All non-public information disclosed by either party in connection with this Submission Sheet, whether labeled confidential or that a reasonable person would understand to be confidential, shall be treated as Confidential Information. Recipient shall not use Confidential Information for any purpose other than evaluating and performing the obligations contemplated by this sheet, and shall protect it with at least the same degree of care used to protect its own confidential information but no less than reasonable care.

Confidential Information does not include information that (a) was in the public domain at the time of disclosure, (b) becomes public through no fault of the recipient, (c) is rightfully received from a third party without breach of obligation, or (d) is independently developed without use of or reference to the disclosing party's Confidential Information. Recipient shall, upon the disclosing party's request, promptly return or certify destruction of Confidential Information. Remedies for breach include injunctive relief and recovery of damages.

Representations and Warranties

Each party represents that it has full power and authority to enter into this Business Submission Sheet and that the person signing below is authorized to bind the respective party. Submitter represents that the submitted materials do not violate any third-party intellectual property rights or contain unlawfully obtained information.

Governing Law; Dispute Resolution

This Submission Sheet shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties agree to attempt to resolve disputes through good faith negotiation prior to pursuing litigation; however, either party may seek equitable relief as necessary to protect its Confidential Information or intellectual property.

Entire Agreement

This Business Submission Sheet, together with any attachments and incorporated documents expressly referenced herein, constitutes the entire agreement between the parties concerning the subject matter and supersedes all prior oral and written communications, proposals, and agreements. Any modification must be in writing and signed by authorized representatives of both parties.

Additional Provisions

Acknowledgment

By signing below, each party acknowledges that it has read, understands, and agrees to be bound by the terms of this Business Submission Sheet and that it has the authority to execute this document on behalf of the indicated entity.

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