Local Roots Business Proposal

LOCAL ROOTS BUSINESS PROPOSAL

This Business Proposal ("Proposal") is made effective as of Effective Date: by and between Provider Name: and Client Name: .

WHEREAS

WHEREAS, Provider Name is engaged in the business of providing local sourcing, product curation, marketing coordination, and operational support for community-focused retail and food enterprises; and

WHEREAS, Client Name seeks to engage Provider Name to perform services designed to increase local supplier integration, customer engagement, and sustainable sourcing under the terms set forth in this Proposal; and

WHEREAS, the parties desire to set forth the scope, payment, confidentiality, term and termination, and other material terms that will govern Provider Name's performance and Client Name's obligations.

SCOPE OF WORK

Provider Name shall perform the Scope of Work described above and shall provide on-site coordination, sourcing introductions, supplier vetting, marketing collateral templates, and monthly performance reporting as required to fulfill the Scope of Work. All work shall be performed in a professional manner consistent with industry standards.

PAYMENT TERMS

Unless otherwise agreed in writing, payments shall be made according to the Payment Schedule. Provider Name shall submit invoices in accordance with the schedule specified above and Client Name shall pay undisputed amounts within days of receipt of invoice.

If Client Name fails to make payment when due, interest shall accrue on the overdue amount at the rate set forth in Late Payment Fee, or the maximum lawful rate if lower. Client Name shall also reimburse Provider Name for reasonable collection costs and attorneys' fees incurred in collecting overdue amounts.

TERM AND TERMINATION

The term of this Proposal shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Proposal for convenience upon providing the other party with written notice as provided in Termination Notice Period. Either party may terminate immediately for material breach of this Proposal that remains uncured after a reasonable cure period of no less than 10 days following written notice of the breach. Termination shall not relieve Client Name of liability for fees and reimbursable expenses accrued through the effective date of termination.

CONFIDENTIALITY

For purposes of this Proposal, "Confidential Information" means any non-public business, financial, technical or other information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

The Receiving Party shall (a) hold all Confidential Information in strict confidence, (b) use Confidential Information solely to perform its obligations under this Proposal, and (c) restrict disclosure of Confidential Information to those of its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. Confidential Information does not include information that is publicly available through no breach by the Receiving Party, independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information, or rightfully received from a third party without restriction.

Upon termination or expiration of this Proposal, the Receiving Party shall promptly return or destroy the Disclosing Party's Confidential Information and certify in writing the disposition of such materials. Remedies at law for breach of confidentiality may be inadequate; the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies.

INDEPENDENT CONTRACTOR; INSURANCE; INDEMNIFICATION

Provider Name shall perform services as an independent contractor. Nothing in this Proposal creates an employment, partnership, joint venture, or agency relationship between the parties. Provider Name shall maintain commercially reasonable insurance for the performance of services and shall indemnify and hold Client Name harmless from claims, liabilities or losses arising from Provider Name's negligence or willful misconduct. Client Name shall indemnify Provider Name for claims arising from Client Name's negligence or breach of its obligations under this Proposal.

GOVERNING LAW

This Proposal shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. Any dispute arising out of or related to this Proposal shall be subject to the exclusive jurisdiction of the state and federal courts located in that state.

ENTIRE AGREEMENT; AMENDMENT

This Proposal, together with any attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment or modification to this Proposal must be in writing and signed by both parties.

NOTICES

ATTACHMENTS

The following attachments are incorporated into this Proposal by reference: Attachment A — Project Timeline; Attachment B — Approved Vendors and Pricing; Attachment C — Marketing Deliverables. List any attachments not provided above in the field below.

The undersigned acknowledge and represent that they are authorized to enter into this Proposal on behalf of the party they represent and that they have read, understand, and agree to the terms set forth herein.

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