Client Proposal Agreement

CLIENT PROPOSAL AGREEMENT

This Client Proposal Agreement (the Agreement) is made effective as of (Effective Date), by and between Client Name: with primary address and Service Provider: , with primary address .

WHEREAS

WHEREAS, Client has requested that Provider perform certain professional services described in this Agreement and in the Proposal Reference number ;

WHEREAS, Provider has represented that it has the experience, personnel and resources necessary to perform the services on the terms set forth herein; and

WHEREAS, the parties desire to set forth their agreement with respect to the engagement, scope, fees and other terms and conditions under which Provider will perform services for Client.

SCOPE OF WORK

PAYMENT TERMS

Total Compensation: $ payable in accordance with the payment schedule below.

Invoicing: Provider shall submit invoices to Client and Client shall pay undisputed invoice amounts within days of receipt of the invoice. All amounts are payable in U.S. dollars unless otherwise agreed in writing.

Late Payment: Unpaid amounts shall accrue interest at a rate of (or the maximum lawful rate, if lower). In addition, Client shall reimburse Provider for reasonable collection costs incurred in enforcing payment.

TERM AND TERMINATION

Term: This Agreement shall commence on and, unless earlier terminated in accordance with this Agreement, shall continue until .

Termination for Convenience: Either party may terminate this Agreement for convenience upon days' prior written notice to the other party.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: Each party shall: (a) hold Confidential Information in strict confidence and use it solely for performance under this Agreement; (b) not disclose Confidential Information to any third party except as permitted herein; and (c) take reasonable measures to protect Confidential Information no less than the measures it uses to protect its own confidential materials.

Exclusions: Confidential Information does not include information that: (i) is or becomes publicly known through no breach by the receiving party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without reference to the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, provided that the receiving party gives prompt notice and cooperates with reasonable protective measures.

Duration: Confidentiality obligations shall continue during the Term and for years following termination or expiration of this Agreement.

LIMITATION OF LIABILITY & INDEMNIFICATION

Indemnification: Each party shall indemnify and hold harmless the other party from and against claims, liabilities, losses and expenses arising out of the indemnifying party's gross negligence or willful misconduct in performance of this Agreement.

Limitation of Liability: Except for liability arising from wilful misconduct or the indemnities above, in no event shall either party's aggregate liability under this Agreement exceed the total fees paid or payable to Provider under this Agreement during the twelve (12) month period preceding the claim.

DISPUTE RESOLUTION

The parties shall attempt in good faith to resolve disputes promptly by negotiation. If the dispute cannot be resolved by negotiation within 30 days, the parties agree to mediate the dispute in good faith. If mediation fails, the parties may pursue any remedy in a court of competent jurisdiction as provided below.

GOVERNING LAW

This Agreement will be governed by and construed in accordance with the laws of the State of without regard to its rules governing choice of law.

NOTICES

ENTIRE AGREEMENT

This Agreement, including any attachments and the referenced Proposal, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and representations, whether written or oral. This Agreement may be amended only by a written document signed by authorized representatives of both parties.

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