Project Proposal Description

PROJECT PROPOSAL DESCRIPTION

Client Name:    Contractor Name:

Project Title:    Proposal Date:

RECITALS

WHEREAS, Client Name: desires to engage Contractor to perform the services described in this Project Proposal Description; and

WHEREAS, Contractor Name: represents that it has the experience and capability to perform such services in a professional manner; and

WHEREAS, the parties desire to set forth the scope of work, deliverables, payment terms, and other terms and conditions under which Contractor will perform the services for the Project Title named above.

SCOPE OF WORK

PAYMENT TERMS

Total Project Fee:    Deposit Amount:

Payments are due within days of invoice unless otherwise agreed in writing. Late payments shall incur a late fee of per month on the unpaid balance, commencing after days.

TERM AND TERMINATION

Commencement Date:    Anticipated Completion Date:

Either party may terminate this agreement for cause if the other party materially breaches its obligations and fails to cure such breach within days after receipt of written notice specifying the breach. Either party may terminate for convenience upon days' prior written notice to the other party. Upon termination, Contractor shall be compensated for all services performed and expenses incurred through the effective date of termination, subject to any setoffs permitted by this agreement.

CONFIDENTIALITY

Each party acknowledges that during the course of performance it may receive Confidential Information of the other party. For purposes of this agreement, Confidential Information means non-public information disclosed in any form that is designated confidential or that, given the nature of the information or the circumstances of disclosure, reasonably should be understood to be confidential. Each party shall: (a) use Confidential Information solely to perform its obligations under this agreement; (b) take reasonable measures to protect Confidential Information from unauthorized use or disclosure; and (c) not disclose Confidential Information to any third party except to its employees, agents, or contractors who have a need to know and who are bound to confidentiality obligations at least as protective as those set forth herein. 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 by the receiving party without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, provided the disclosing party is given prompt notice and opportunity to seek protective measures.

GOVERNING LAW

This agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located within that State for any disputes arising out of or relating to this agreement.

ENTIRE AGREEMENT

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

MISCELLANEOUS PROVISIONS

Independent Contractor: Contractor is an independent contractor and not an employee, agent, joint venturer, or partner of Client. Contractor is responsible for all taxes, withholdings, and other statutory obligations of an independent contractor.

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

Notices: All notices required or permitted under this agreement shall be in writing and shall be delivered to the addresses provided by the parties. Notices shall be effective upon receipt.

ACCEPTANCE

Acceptance of this proposal shall occur upon signature by authorized representatives of both parties below. Execution of this Project Proposal Description constitutes a binding agreement under the terms set forth herein.

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