Business Additional Features Proposal

Business Additional Features Proposal

Recitals

WHEREAS, Vendor provides software development, customization, integration and related business services, and maintains expertise in delivering additional product features and enhancements; and

WHEREAS, Client desires to procure from Vendor certain additional features, enhancements and associated services as described in this Proposal, and Vendor is willing to provide such features under the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Proposal and other good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows.

Scope of Work

Vendor shall deliver the additional features, integrations, and services described below. Vendor will perform work in a professional manner consistent with industry standards. Client acknowledges that any change requested after acceptance of this Scope of Work may require a written change order and adjustment to fees and schedule.

Itemized Features and Pricing

The following features are proposed with estimated costs. Final prices will be confirmed in the invoice consistent with Payment Terms.

Payment Terms

Client shall pay Vendor for the Services in accordance with the following terms. All amounts are exclusive of applicable taxes unless otherwise stated. Vendor will submit an invoice in accordance with the schedule below, and Client shall remit payment in full in accordance with this Proposal.

If Client fails to pay any undisputed amounts when due, Vendor may suspend performance until all overdue amounts are paid and shall be entitled to recover reasonable collection costs, including attorneys' fees and costs, in addition to accrued interest.

Term and Termination

This Proposal commences on the Effective Date and shall continue until completion of the Scope of Work or until the End Date below, unless earlier terminated in accordance with this section.

Start Date:     End Date:

Either party may terminate this Proposal for material breach by the other party if the breach remains uncured for days after written notice of such breach. Vendor may also terminate immediately upon written notice if Client becomes insolvent, subject to applicable law.

Upon termination, Client shall pay Vendor for all work performed and reimbursable expenses incurred through the effective date of termination and any non-cancellable commitments.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential. Each party agrees to: (a) hold Confidential Information in strict confidence using at least the same standard of care it uses to protect its own confidential information, (b) use Confidential Information only to perform obligations under this Proposal, and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors with a need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that: (i) was known to the receiving party without restriction prior to disclosure; (ii) is or becomes publicly available through no breach of this Proposal; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information. The confidentiality obligations survive for a period of years following termination or expiration of this Proposal.

Intellectual Property

Unless otherwise agreed in writing, Vendor retains all ownership and intellectual property rights in pre-existing materials, tools, know-how, and general skills. Deliverables specifically developed for Client under this Proposal will be owned by subject to payment in full, except that Vendor may retain a non-exclusive, worldwide license to use general ideas and techniques for its business purposes.

Warranties and Limitation of Liability

Vendor warrants that the services will be performed in a professional manner consistent with industry standards for a period of 30 days following delivery. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, VENDOR MAKES NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT WILL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS PROPOSAL EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO VENDOR FOR THE SERVICES GIVING RISE TO THE CLAIM, EXCEPT FOR LIABILITY RESULTING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE. NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES.

Governing Law

This Proposal will be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

Entire Agreement

This Proposal, including the Scope of Work and any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral. Any amendment to this Proposal must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Notices must be given in writing and delivered to the addresses set forth above. If any provision of this Proposal is held invalid or unenforceable, the remaining provisions will continue in full force and effect. Neither party may assign its rights or delegate its obligations under this Proposal without the prior written consent of the other party, except that Vendor may assign to a successor in connection with a sale of substantially all of its assets.

Acceptance

By signing below, the parties represent and warrant that they have the authority to bind their respective organizations and that they accept and agree to the terms and conditions of this Proposal.

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