Business Draft Proposal

BUSINESS DRAFT PROPOSAL

This Business Draft Proposal ("Proposal") is entered into as of Proposal Date: between Client Name: and Proposer Name: .

Parties and Contact Information

Recitals

WHEREAS, Client seeks certain products and professional services to be provided in accordance with the terms set forth in this Proposal; and

WHEREAS, Proposer has represented that it possesses the capability, experience and personnel necessary to perform the services described herein and is willing to perform such services pursuant to the terms and conditions of this Proposal;

WHEREAS, the parties desire to set forth their mutual understanding and agreement with respect to the scope, fees, schedule and other material terms governing the proposed engagement.

Scope of Work

Proposer shall perform the services and deliver the deliverables described below. All services shall be performed in a professional manner consistent with industry standards.

Payment Terms

All invoices shall be due and payable in accordance with the payment schedule set forth above. Client shall not withhold payment for disputes unrelated to good-faith claims regarding nonconforming deliverables. Taxes, duties or other governmental charges imposed on payments hereunder shall be the responsibility of unless otherwise agreed in writing.

Term and Termination

This Proposal shall be effective as of Effective Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Proposal upon written notice if the other party materially breaches any provision and fails to cure such breach within the notice period specified above. Termination shall not relieve Client of liability for fees and expenses incurred prior to the effective date of termination, including reasonable wind-down costs.

Confidentiality

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" means nonpublic information designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party agrees to: (a) use Confidential Information solely for performance under this Proposal; (b) restrict disclosure to employees, affiliates or contractors with a need to know and who are bound by confidentiality obligations no less protective than those set forth herein; and (c) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Proposer shall retain ownership of its pre-existing intellectual property. Ownership of newly created deliverables shall be as follows: Client shall receive a nonexclusive, worldwide, perpetual license to use deliverables for Client’s internal business purposes upon full payment of all amounts due. Any use beyond such license requires prior written agreement and may be subject to additional fees.

Warranties, Liability, and Indemnity

Proposer represents and warrants that it will perform services in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY STATED IN THIS PROPOSAL, ALL WARRANTIES ARE DISCLAIMED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES. The parties' aggregate liability to each other for any claim arising out of or related to this Proposal shall not exceed the total amounts paid or payable under this Proposal in the twelve months preceding the claim. Each party shall indemnify the other from third-party claims arising from its breach of representations, negligence, or willful misconduct.

Governing Law

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

Entire Agreement; Amendment

This Proposal, together with any referenced attachments or exhibits executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations, proposals, and understandings. Any amendment or modification of this Proposal must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign this Proposal without the prior written consent of the other, except that either party may assign to an affiliate or successor in connection with a merger or sale of substantially all of its assets. If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

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