Sport Solutions Business Proposal

SPORT SOLUTIONS BUSINESS PROPOSAL

This Business Proposal and Agreement made effective as of (the Effective Date), by and between:

WHEREAS

WHEREAS, Client Name: (the "Client") desires to procure certain sports consulting, program development and implementation services; and

WHEREAS, Service Provider Name: (the "Service Provider") represents that it has the expertise and capacity to provide such services; and

WHEREAS, the parties desire to set forth the scope, fees, schedule and other terms under which the Service Provider will perform services for the Client.

SCOPE OF WORK

The Service Provider shall provide the services described below. The services will be performed with reasonable skill, care and diligence in accordance with industry standards.

MILESTONES

The parties agree the work will be delivered in milestones as set forth below. Payment for each milestone is conditioned on acceptance by the Client in accordance with the Acceptance Criteria section.

Due Date:    Payment Amount:

Due Date:    Payment Amount:

Due Date:    Payment Amount:

PAYMENT TERMS

Late payments shall incur a fee of % per month or the maximum permitted by law, whichever is less. The Client shall also be responsible for all reasonable collection costs.

EXPENSES

Reimbursable expenses: yes

ACCEPTANCE CRITERIA

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate for convenience upon written notice delivered days prior to termination. Termination for cause shall be permitted where a material breach is not cured within 15 days after written notice of such breach.

CONFIDENTIALITY

The parties acknowledge that, in the course of performance, each may receive Confidential Information of the other. "Confidential Information" means non-public business, technical and financial information that is designated as confidential or would reasonably be understood to be confidential given the nature of the information and circumstances of disclosure.

Each party shall: (a) use Confidential Information solely for the performance of this Agreement; (b) restrict disclosure to employees and contractors with a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) take commercially reasonable measures to protect Confidential Information. Confidentiality obligations shall survive termination for a period of .

Confidentiality acknowledged: I acknowledge and will comply with the confidentiality provisions above.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, the Service Provider grants the Client a non-exclusive, non-transferable license to use deliverables for the Client's internal business purposes. Pre-existing intellectual property of either party remains the sole property of that party. To the extent any work product is designed specifically for Client and paid in full, the parties agree that ownership of such custom deliverables transfers to Client upon final payment, except for Provider's tools, methodologies and general know-how.

LIMITATION OF LIABILITY AND INDEMNIFICATION

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, the total liability of either party for any claim arising out of this Agreement shall be limited to the fees paid to the Service Provider under this Agreement in the twelve (12) month period preceding the claim. Each party shall indemnify, defend and hold harmless the other from third-party claims arising from that party's breach of representations or negligent acts in performance of its obligations.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to conflicts of law principles. The parties shall first attempt to resolve disputes through good faith negotiations. If unresolved, disputes shall be resolved by binding arbitration in the chosen jurisdiction unless another remedy is required by law.

ENTIRE AGREEMENT

This Agreement, including all Schedules and Exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior proposals, negotiations and agreements, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

NOTICES

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