Project Proposal for Canaccord Genuity

Project Proposal for Canaccord Genuity

Client Name:   Consultant Name:

Proposal Date:   Project Reference:

WHEREAS

WHEREAS, Client Name: seeks consulting services to support strategic advisory, research and deliverables described herein; and

WHEREAS, Consultant Name: represents that it has the experience, personnel and resources necessary to perform the services under this proposal; and

WHEREAS, the parties desire to set forth the terms and conditions under which Consultant will provide such services to Client;

SCOPE OF WORK

Description: The Consultant shall provide the services, deliverables and milestones described below. Services will be performed in a professional manner consistent with industry standards and in accordance with the timeline set forth in this proposal.

PAYMENT TERMS

Total Fee:   Currency:

Invoicing Terms:   Late Fee:

Payment Method:

TERM AND TERMINATION

Term Start Date:   Term End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party. Notice Period: . Termination for material breach shall be effective if the breaching party fails to cure within following receipt of written notice describing the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party to the other in connection with this Agreement, whether oral, written or electronic, including but not limited to business plans, financial information, proprietary models, trade secrets and client lists.

Obligations: Each party shall (i) use Confidential Information solely for the purpose of performing its obligations under this Agreement, (ii) restrict disclosure to its employees, agents or subcontractors on a need-to-know basis who are bound by confidentiality obligations at least as protective as those herein, and (iii) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Exclusions and Duration: Confidential Information does not include information that (a) is or becomes public without breach, (b) was known to the receiving party prior to disclosure without obligation of confidentiality, (c) is rightfully received from a third party without restriction, or (d) is independently developed. The confidentiality obligations set forth herein will survive for a period of after termination or expiration of this Agreement, except with respect to trade secrets which shall be protected for so long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY

Ownership: Unless otherwise agreed in writing, Consultant grants Client a perpetual, non-exclusive, non-transferable license to use deliverables created under this Agreement solely for Client's internal business purposes. Consultant retains ownership of pre-existing materials, methodologies and tools incorporated into deliverables, provided Consultant grants Client the necessary license to use those elements as incorporated in the deliverables.

INDEMNIFICATION & LIMITATION OF LIABILITY

Indemnification: Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any third-party claims arising from the indemnifying party's gross negligence or willful misconduct in connection with this Agreement.

Limitation of Liability: Except for a party's indemnification obligations or liability arising from willful misconduct or gross negligence, neither party shall be liable for consequential, incidental, special or punitive damages. The aggregate liability of either party for claims arising out of this Agreement shall not exceed the total fees paid to Consultant under this Agreement during the twelve (12) month period preceding the claim.

GOVERNING LAW

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

ENTIRE AGREEMENT

Entire Agreement: This Proposal, together with any exhibits or attachments 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 of this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

AUTHORITY

Each party represents and warrants that the individual signing this Agreement on its behalf has the authority to bind the party to the terms and conditions herein.

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