Business Mobile Application Proposal

BUSINESS MOBILE APPLICATION PROPOSAL

This Business Mobile Application Proposal (Proposal) is entered into as of by and between Client Name: with Contact: and Service Provider Name: with Contact: .

WHEREAS / RECITALS

WHEREAS, Client desires to procure the design, development and deployment of a mobile application described in this Proposal (the Application or App) for the business purposes set forth below; and

WHEREAS, Service Provider represents that it has the technical capacity, personnel, and experience to design, develop, and implement the Application in accordance with the terms and specifications set forth herein; and

WHEREAS, the parties intend for this Proposal, upon Client acceptance and execution, to define the scope, deliverables, schedule, compensation and key legal terms governing the engagement.

PROJECT OVERVIEW

SCOPE OF WORK

Service Provider shall provide all labor, materials, tools, equipment and services required to design, develop, test, and deliver the Application in accordance with the requirements described below and any attachments incorporated by reference. The Scope described is subject to Change Order provisions set out in this Proposal.

PLATFORMS & INTEGRATIONS

Target platforms and third-party integrations to be delivered as part of this engagement:

iOS (native)    Android (native)    Cross-platform (React Native / Flutter)    Web responsive companion

MILESTONES & SCHEDULE

The following milestone schedule is an estimate. Actual dates shall be adjusted by mutual written agreement and by approved Change Orders.

Target Completion:

Target Completion:

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the performance of services and delivery of the Deliverables. All amounts are in U.S. dollars unless otherwise stated.

TERM AND TERMINATION

The term of this Proposal shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Proposal for convenience upon providing Notice Period: days' prior written notice to the other party. Either party may terminate immediately for material breach that remains uncured for thirty (30) days following written notice of such breach.

CONFIDENTIALITY

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. Confidential Information means non-public information, whether oral or written, disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential. Each recipient shall (i) use Confidential Information solely to perform its obligations under this Proposal, (ii) limit disclosure to employees, agents and subcontractors with a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (iii) protect the Confidential Information with at least the same degree of care it applies to its own confidential information but not less than reasonable care.

Confidentiality Period (years):

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, upon full payment of all fees due, Service Provider shall assign to Client all right, title and interest in and to the custom source code, designs and Deliverables specifically created for Client under this Proposal. Service Provider shall retain ownership of its pre-existing materials, tools, libraries, and know-how; Provider grants Client a non-exclusive, perpetual, worldwide license to any pre-existing components embedded in the Deliverables to the extent necessary to use the Deliverables as intended.

CHANGES & ACCEPTANCE

Client may request changes to the Scope. Material changes shall be documented in a written Change Order stating the change, any resulting schedule adjustment and the additional fees. Deliverables shall be subject to Client acceptance testing for a period specified in the acceptance criteria. If Deliverables fail to materially conform to agreed specifications, Provider shall correct the nonconformity at no additional cost within a reasonable cure period.

LIMITATION OF LIABILITY & INDEMNITY

Except for willful misconduct or gross negligence, neither party's aggregate liability for any claim arising out of or related to this Proposal shall exceed the total fees paid by Client to Provider under this Proposal in the twelve (12) months preceding the claim. Each party shall indemnify and hold harmless the other against third-party claims arising from the indemnifying party's breach of representations, its negligent acts, or its infringement of third-party intellectual property rights.

GOVERNING LAW

This Proposal and any dispute arising out of or related to it 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

This Proposal, together with any incorporated attachments and executed Change Orders, constitutes the entire agreement between Client and Service Provider with respect to the subject matter and supersedes all prior and contemporaneous agreements, representations, and understandings. No modification of this Proposal will be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

ADDITIONAL TERMS

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