Business Innovation Proposal

BUSINESS INNOVATION PROPOSAL

Parties

This Business Innovation Proposal (the Proposal) is entered into by the parties identified above. Effective Date: .

Recitals

WHEREAS, Client Name: seeks the development, testing, and potential commercialization of new products, services, or operational improvements (the Innovation); and

WHEREAS, Provider Name: represents that it has the expertise, personnel, and resources to design and implement the Innovation according to the terms set forth in this Proposal; and

NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, the parties agree as follows.

Scope of Work

Deliverables: The Provider shall deliver the items described in the Scope of Work in accordance with the milestones and acceptance criteria set forth below.

Due Date:

Due Date:

Payment Terms

Total Fee (exclusive of taxes): $ . Detailed payment schedule and invoices are governed as follows.

Late Payment Penalty: If any amount due is not paid within days of invoice date, interest shall accrue at on the outstanding balance, compounded monthly, and the Provider may suspend performance until payment is made.

Term and Termination

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Proposal for convenience upon days' prior written notice. Termination for material breach is available immediately upon written notice if the breaching party fails to cure within thirty (30) days of receipt of notice specifying the breach.

Confidentiality

Each party shall maintain in confidence all Confidential Information disclosed by the other party and shall not use such Confidential Information except to perform obligations under this Proposal. "Confidential Information" means non-public business, technical, financial and other information disclosed in writing, orally (if confirmed in writing within thirty (30) days) or by inspection that is designated as confidential or that a reasonable person would understand to be confidential. Confidential Information does not include information that: (a) becomes publicly available without breach; (b) is rightfully received from a third party without restriction; (c) is independently developed; or (d) is required to be disclosed by law, provided reasonable prior notice is given and disclosure is limited to the required extent.

Intellectual Property

Ownership: Subject to payment in full for the Work, Client shall own all right, title and interest in and to deliverables created specifically for Client under this Proposal, including copyrights and other intellectual property rights. Provider retains ownership of Provider's pre-existing materials, tools, methodologies and know-how. To the extent Provider's pre-existing materials are embedded in deliverables, Provider grants Client a perpetual, non-exclusive, royalty-free, worldwide license to use such components as incorporated in the deliverables.

Representations, Warranties and Limitation of Liability

Each party represents that it has authority to enter into this Proposal. Provider warrants that deliverables will materially conform to the Scope of Work for ninety (90) days following delivery; Provider's obligation shall be limited to reperforming nonconforming work. EXCEPT FOR THE FOREGOING WARRANTY AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL OTHER WARRANTIES ARE DISCLAIMED. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE TOTAL FEES PAID UNDER THIS PROPOSAL IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES.

Governing Law

This Proposal shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising under this Proposal.

Entire Agreement; Amendments

This Proposal, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior discussions and agreements. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Assignment: Neither party may assign its rights or delegate its obligations under this Proposal without the prior written consent of the other party, except to an affiliate or in connection with a merger or sale of substantially all assets. Independent Contractor: Provider is an independent contractor and nothing contained herein creates an employment or agency relationship.

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