Ecosystems Business Proposal

ECOSYSTEMS BUSINESS PROPOSAL

Parties

Recitals

WHEREAS, Client Name: desires to engage Service Provider to develop, implement and support ecosystem services and related deliverables described herein; and

WHEREAS, Service Provider Name: has expertise in ecosystem program design, technical integration, and stakeholder coordination and is willing to perform such services under the terms of this Proposal; and

NOW, THEREFORE, the parties agree as follows, effective as of Effective Date:

Scope of Work

Service Provider shall perform the work described below and deliver the stated deliverables in accordance with the schedule and acceptance criteria set forth. The Scope of Work governs specific tasks, responsibilities, performance standards and acceptance procedures.

Payment Terms

Client shall pay Service Provider compensation as follows. All amounts are in U.S. dollars unless otherwise stated.

Invoices shall be issued according to the schedule above and are payable within days of receipt unless otherwise agreed in writing. Late payments shall accrue interest at the rate of % per month (or the maximum allowed by law), plus recovery costs and collection expenses.

Term and Termination

This Proposal commences on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate for convenience upon written notice delivered at least days prior to the intended termination date. Either party may terminate immediately for cause if the other party materially breaches this Proposal and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Service Provider shall deliver all completed work and any in-progress deliverables for which Client shall pay a prorated amount for work performed in accordance with the Payment Terms. Unless otherwise set forth, termination does not relieve Client of payment obligations accrued prior to termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other, whether oral or written, 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. Confidential Information includes technical data, business plans, pricing, customer lists, and project materials, but does not include information that: (a) is or becomes generally available to the public through no fault of the receiving party; (b) was in the receiving party's lawful possession prior to disclosure; (c) is rightfully received by the receiving party from a third party without restriction; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Proposal; and (iii) not disclose Confidential Information to any third party except to employees, contractors, or advisors having a need to know and who are bound to confidentiality obligations at least as protective as those herein. Required disclosures by law or court order are permitted only after prompt written notice to the disclosing party to permit protective measures.

Confidentiality obligations survive termination for a period of three (3) years, except that trade secrets shall be protected for so long as they qualify as trade secrets under applicable law.

Intellectual Property & Deliverables

Unless otherwise agreed in writing, Service Provider assigns to Client all right, title and interest in and to deliverables created specifically for Client under this Proposal (the "Work Product"), upon full payment of fees due for such Work Product. Service Provider retains ownership of pre-existing materials, tools, methodologies, libraries and know-how used to create the Work Product, and grants Client a non-exclusive, perpetual license to use such pre-existing materials solely as embedded in the Work Product.

Representations; Liability

Each party represents that it has the authority to enter this Proposal. EXCEPT AS EXPRESSLY PROVIDED HEREIN, ALL SERVICES ARE PROVIDED "AS IS" AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS PROPOSAL EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS PROPOSAL IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES.

Governing Law

This Proposal shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles.

Entire Agreement

This Proposal, including any attachments and statements of work expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, communications and understandings, whether written or oral. Any modification to this Proposal must be made in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Notices required under this Proposal shall be in writing and delivered to the addresses set forth above. If any provision of this Proposal is held unenforceable, the remainder shall remain in full force and effect. Neither party may assign its rights or obligations under this Proposal without the prior written consent of the other, except that Service Provider may assign to an affiliate or successor in connection with a corporate reorganization or sale of substantially all of its assets.

Acceptance

Client's signature below constitutes acceptance of the Scope of Work, Payment Terms and all other provisions of this Proposal. Upon execution by both parties, this document will form a binding agreement between Client and Service Provider.

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