Updated Business Offer

UPDATED BUSINESS OFFER

Parties

Recitals

WHEREAS, Client Name: desires to obtain certain services and deliverables from Provider in accordance with the terms set forth in this Updated Business Offer; and

WHEREAS, Provider Name: has represented that it has the expertise, personnel, and resources necessary to provide the Scope of Work described below; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows. Effective Date:

Scope of Work

Provider will perform the following services and deliverables in accordance with the timelines and milestones set forth below. The Scope of Work shall form an integral part of this Offer and may include project plans, deliverable descriptions, acceptance criteria, and any required reporting.

Payment Terms

Client agrees to pay Provider for the services described in the Scope of Work according to the following terms.

Late Payment: Any amount not paid when due shall accrue interest at the lesser of one percent (1%) per month or the maximum rate permitted by applicable law, calculated daily from the due date until paid in full. In addition, Client shall be responsible for reasonable collection costs, including attorneys' fees, incurred by Provider in enforcing payment.

Term and Termination

This Offer commences on Start Date: and, unless earlier terminated in accordance with this section, will continue until End Date: or until completion of the Scope of Work, whichever occurs first.

Either party may terminate this Offer for convenience upon written notice delivered to the other party not less than days prior to the effective date of termination. Either party may terminate immediately for material breach by the other party that remains uncured thirty (30) days after written notice; material breach includes failure to pay undisputed amounts when due or failure to perform material obligations under the Scope of Work.

Upon termination, Provider shall be entitled to payment for all services performed and expenses incurred through the effective date of termination, calculated in accordance with the Payment Terms, subject to Client's right to set off amounts for proven failures of performance.

Confidentiality

For the purposes of this Offer, "Confidential Information" means non-public, proprietary or business information disclosed by one party to the other, whether disclosed orally or in writing and identified as confidential or which, under the circumstances, should be understood to be confidential.

Each receiving party shall (a) use Confidential Information solely for the performance of its obligations under this Offer; (b) restrict disclosure to its employees, agents, and contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) exercise at least the same degree of care to protect the Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information does not include information that is (i) generally known to the public other than by breach of this Offer; (ii) rightfully known by the receiving party at the time of disclosure; (iii) independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) required to be disclosed by law, court order, or regulatory authority, provided that the receiving party gives prompt written notice of such requirement to the disclosing party and cooperates, at the disclosing party's expense, in any lawful efforts to limit or protect such disclosure.

Governing Law; Dispute Resolution

This Offer shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall attempt in good faith to resolve disputes arising under this Offer through negotiation between senior representatives. If unresolved within thirty (30) days, disputes shall be resolved by binding arbitration conducted in the county where Provider's principal place of business is located, unless the parties agree otherwise in writing.

Entire Agreement; Amendment

This Offer, including all schedules and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral. No amendment or modification of this Offer shall be effective unless made in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign its rights or delegate its obligations under this Offer without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. Notices required under this Offer shall be in writing and delivered to the addresses listed above or such other address as a party may designate in writing.

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