Project Proposal Summary

PROJECT PROPOSAL SUMMARY

RECITALS

WHEREAS, Client desires to engage Contractor to perform professional services and deliverables for the project identified above in accordance with the terms and conditions set forth in this Project Proposal Summary and any exhibits incorporated herein; and

WHEREAS, Contractor represents that it has the necessary expertise, personnel, and resources to perform the services described in the Scope of Work and is willing to provide such services subject to the terms of this Agreement; and

WHEREAS, the parties wish to set forth in writing their mutual understanding, payment terms, confidentiality obligations, and other terms governing the relationship between Client and Contractor.

SCOPE OF WORK

Description of Services: Contractor shall perform the services described below and shall deliver the deliverables in accordance with the schedule and milestones agreed by the parties.

PAYMENT TERMS

Compensation: Client shall pay Contractor the total amount set forth below in consideration for the services and deliverables performed under this Agreement. All amounts are stated in U.S. dollars unless otherwise noted.

Payment Procedure: Contractor shall submit written invoices in accordance with the payment schedule. Unless otherwise stated in this Agreement, Client shall pay undisputed invoices within the invoice payment terms indicated above. Disputed amounts must be raised in writing within ten (10) business days of receipt of invoice, and the parties shall promptly attempt to resolve any disputes in good faith.

TERM AND TERMINATION

Term: This Agreement shall commence on the Effective Date and continue until the services are completed or the End Date set forth below, unless earlier terminated in accordance with this Section.

Start Date:   End Date:

CONFIDENTIALITY

Definition: "Confidential Information" means non-public 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. Confidential Information includes without limitation business plans, technical data, designs, specifications, pricing, customer lists and trade secrets.

Obligations: Receiving party shall (i) maintain the confidentiality of 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) not use Confidential Information except to perform its obligations under this Agreement, and (iii) not disclose Confidential Information to any third party except to employees, contractors or agents who have a need to know and are bound by confidentiality obligations at least as protective as those herein.

Exclusions: Confidential Information does not include information that is (i) or becomes generally available to the public through no fault of the receiving party; (ii) rightfully received from a third party free of any obligation of confidentiality; (iii) independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) required to be disclosed by law, provided the receiving party gives prompt notice to allow the disclosing party to seek protective relief.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction set forth below, without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that jurisdiction for any action arising under this Agreement.

ENTIRE AGREEMENT

This Project Proposal Summary, including 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, negotiations, and understandings, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by both parties.

MISCELLANEOUS

Independent Contractor: Contractor is an independent contractor and nothing in this Agreement creates the relationship of employer/employee, partners, joint venturers or agents. Contractor shall be solely responsible for all taxes and withholdings on amounts paid hereunder.

Amendments and Waivers: No amendment, waiver or modification of any provision of this Agreement shall be effective unless in writing and signed by both parties. A waiver of any breach shall not constitute a waiver of any subsequent breach.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Project Proposal Summary as of the dates indicated below.

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