Business Support Proposal

Business Support Proposal

Client Name:    Client Address:

Service Provider Name:    Provider Address:

Proposal Date:    Proposal Reference No.:

Recitals

WHEREAS, Client requires business support services including strategic advisory, operational assistance, and project management to advance Client's commercial objectives; and

WHEREAS, Service Provider represents that it has the professional expertise, personnel, and resources necessary to perform the services described in this Proposal and is willing to provide such services to Client on the terms set forth herein; and

WHEREAS, the parties desire to set forth the scope, payment terms, confidentiality obligations, and other material terms governing the provision of such services.

Scope of Work

Acceptance Criteria:

Payment Terms

  Upfront deposit (specify amount):

  Monthly payments of:   starting:

  Milestone-based payments (describe milestones in Milestones section)

Late fee:   after a grace period of days from invoice due date.

Reimbursable expenses:   If checked, specify limits and approval process below.

Term and Termination

Term Commencement Date:    Term Expiration Date:

Termination for Convenience: Either party may terminate this Proposal without cause upon written notice to the other party delivered at least days prior to the effective termination date.

Termination for Cause: Either party may terminate immediately for material breach that remains uncured for days after written notice. Termination does not relieve Client of obligation to pay for services performed and expenses incurred through the effective date of termination.

Confidentiality

Each party acknowledges that, in connection with the performance of services, it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated as confidential or that a reasonable person would understand to be confidential under the circumstances.

Obligations: Receiving party shall (a) use Confidential Information solely to perform its obligations under this Proposal, (b) limit disclosure to employees, contractors or agents with a need to know who are bound by confidentiality obligations at least as protective as those herein, and (c) protect Confidential Information with at least the same degree of care it applies to its own confidential information, but in no event less than a reasonable standard of care.

Confidential Information does not include information that: is or becomes publicly known through no breach by the receiving party; is rightfully received from a third party without obligation of confidentiality; is independently developed without use of the disclosing party's Confidential Information; or is required to be disclosed by law, provided the disclosing party is given prompt notice and opportunity to seek protective relief.

Governing Law; Dispute Resolution

This Proposal shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall attempt in good faith to resolve disputes by negotiation prior to pursuing formal remedies.

Miscellaneous

Independent Contractor: Service Provider is an independent contractor. Nothing in this Proposal creates an employment, agency, partnership, or joint venture relationship.

Assignment: Neither party may assign its rights or obligations under this Proposal without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, sale of substantially all assets, or corporate reorganization.

Indemnification: Each party will indemnify and hold harmless the other from third-party claims arising out of the indemnifying party's breach, negligence, or willful misconduct in connection with performance under this Proposal, subject to applicable limitations of liability set forth by the parties in separate agreement appendices where applicable.

Entire Agreement

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

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