Business Feature Proposal

BUSINESS FEATURE PROPOSAL

Client Name:   Provider Name:

Effective Date:   Proposal Reference ID:

WHEREAS

WHEREAS, Client is engaged in the business of operating products and services for its customers and desires to evaluate and implement a new feature described herein; and

WHEREAS, Provider has the technical capability and expertise to design, develop and deliver such feature and is willing to perform the work described under the terms and conditions set forth in this Proposal; and

WHEREAS, the parties intend for this Proposal to define the scope, acceptance criteria, payment terms, and governance of the work necessary to deliver the feature identified as Feature Title: .

SCOPE OF WORK

Provider shall perform the tasks and deliverables necessary to design, develop, test and deliver the Feature described below. The work shall include discovery, specification, design, implementation, quality assurance, and delivery of final code, documentation, and deployment instructions as applicable.

PAYMENT TERMS

Client shall pay Provider the fees set forth below in consideration for the performance of the Scope of Work. All amounts are stated in US dollars unless otherwise indicated.

Invoices shall be submitted to Client by Provider upon achievement of the applicable milestone. Payments are due within days of receipt of a proper invoice.

TERM AND TERMINATION

This Proposal commences on the Start Date and continues until completion of the Scope of Work unless earlier terminated as set forth herein.

Start Date:   End Date (if any):

Either party may terminate this Proposal for material breach by the other party if the breaching party fails to cure such breach within days after written notice. Either party may terminate for convenience upon days' prior written notice. Termination shall not relieve Client of the obligation to pay for work performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other which 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 does not include information that (i) is or becomes generally known to the public without breach of any obligation owed to the disclosing party; (ii) was known to the receiving party prior to its disclosure; (iii) is received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall: (a) use Confidential Information only to perform its obligations under this Proposal; (b) restrict disclosure to employees, contractors and agents who have a need to know and are bound by confidentiality obligations at least as protective as those herein; and (c) take reasonable measures to prevent unauthorized disclosure. If compelled by law to disclose Confidential Information, the receiving party will give prompt written notice to the disclosing party (to the extent legally permitted) and cooperate in obtaining a protective order or other remedy. The obligations of confidentiality shall survive termination or expiration of this Proposal for a period of three (3) years, except that trade secrets shall be protected for as long as they remain trade secrets under applicable law.

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 submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising under this Proposal.

ENTIRE AGREEMENT

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

MISCELLANEOUS PROVISIONS

Relationship of the parties: The parties are independent contractors. Nothing in this Proposal shall create an employment, partnership, agency, franchise or joint venture relationship. Neither party may assign this Proposal without the prior written consent of the other, except that either party may assign to a successor in connection with a merger or sale of substantially all of its assets.

By signing below, the parties acknowledge that they have the authority to bind their respective organizations to the terms of this Business Feature Proposal and agree to perform their obligations in good faith.

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