Rail Solutions Business Proposal

Rail Solutions Business Proposal

Proposal Date:   Proposal No.:

Parties

WHEREAS

WHEREAS, Provider is engaged in the business of delivering rail infrastructure consulting, systems integration, and maintenance solutions, and possesses specialized expertise and personnel necessary to perform the services described herein; and

WHEREAS, Client desires to retain Provider to perform services in connection with the project identified as located at , subject to the terms and conditions set forth below; and

NOW, THEREFORE, in consideration of the mutual covenants contained in this Proposal and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

Scope of Work

Provider will perform the services described below and in any accepted project attachments. Provider shall furnish all labor, materials, equipment and supervision necessary to complete the work in a professional and workmanlike manner consistent with industry standards.

Due date:    Amount:

Due date:    Amount:

Payment Terms

Client shall pay Provider for services rendered in accordance with the schedule below. All fees are payable in U.S. dollars unless otherwise agreed in writing.

Late Payment: Any undisputed past-due amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, plus Provider's reasonable collection costs, including attorneys' fees.

Term and Termination

This Proposal shall commence on the Start Date and continue until completion of the services or the End Date, unless earlier terminated in accordance with this section.

Start Date:    End Date:

Either Party may terminate this Proposal for convenience upon written notice to the other Party at least days prior to the effective termination date. Either Party may terminate immediately for material breach if the breaching Party fails to cure the breach within thirty (30) days after receipt of written notice specifying the nature of the breach. Upon termination, Client shall pay Provider for all work performed and expenses incurred through the effective date of termination.

Confidentiality

Each Party (the "Receiving Party") shall hold in strict confidence any information disclosed by the other Party (the "Disclosing 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"). The Receiving Party shall not disclose Confidential Information to any third party or use it for any purpose other than performance under this Proposal, except as required by law. Confidential Information does not include information that is or becomes publicly available through no fault of the Receiving Party, was known to the Receiving Party prior to disclosure, or was rightfully received from a third party without restriction. Upon termination or at the Disclosing Party's request, the Receiving Party shall promptly return or destroy Confidential Information and certify such return or destruction in writing.

Liability and Insurance

Provider's liability for direct damages arising out of or relating to this Proposal shall be limited to direct damages not to exceed the total amount paid by Client to Provider under this Proposal. In no event shall either Party be liable for consequential, incidental, special or punitive damages. Provider shall maintain commercial general liability and professional liability insurance in amounts customary for providers of similar services.

Governing Law

This Proposal shall be governed by and construed in accordance with the laws of the state of , without regard to its conflict of laws principles. The Parties consent to the exclusive jurisdiction of the state and federal courts located within that state for any disputes arising under this Proposal.

Entire Agreement; Amendments

This Proposal, including any attachments or exhibits executed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and understandings, whether written or oral. No amendment or modification of this Proposal shall be effective unless in writing and signed by authorized representatives of both Parties.

Miscellaneous

Provider is an independent contractor and nothing in this Proposal shall be construed to create a partnership, joint venture or employment relationship. Neither Party may assign its rights or obligations under this Proposal without the prior written consent of the other Party, except that either Party may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all its assets, provided the assignee assumes the assigning Party's obligations hereunder.

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