Business Proposal and Illustration

BUSINESS PROPOSAL AND ILLUSTRATION

This Business Proposal and Illustration (the "Proposal") is made as of Date: by and between Client Name: , Client Address: , and Provider Name: , Provider Address: .

RECITALS

WHEREAS, Provider is engaged in the business of providing professional design, illustration, and business proposal services and possesses expertise, personnel and resources necessary to prepare the services and deliverables described herein;

WHEREAS, Client desires to retain Provider to prepare a business proposal package and illustrative deliverables for the Project Title: , and Provider agrees to provide such services pursuant to the terms and conditions set forth in this Proposal;

WHEREAS, the parties intend that the terms below shall govern the preparation, delivery, acceptance, and ownership of the proposed deliverables.

SCOPE OF WORK

Provider shall perform the services described below. The scope may be modified only by mutual written agreement. Provider will use commercially reasonable efforts to complete the services in a professional and workmanlike manner.

ILLUSTRATIVE DELIVERABLES

The following represent illustrative deliverables and estimated delivery milestones. Final deliverables and schedule shall be as mutually agreed in writing.

PAYMENT TERMS

Client shall pay Provider for the services and deliverables in accordance with the fee structure and schedule set forth below. All fees are payable in U.S. dollars unless otherwise stated. Taxes, if any, are the responsibility of the Client.

Invoices issued by Provider are due within days of invoice date. Late payments shall accrue interest at a rate of on the outstanding balance, or the maximum rate permitted by law, whichever is less.

TERM AND TERMINATION

The term of this Proposal shall commence on Start Date: and continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Proposal for convenience upon giving the other party no less than days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure the breach within days after receipt of written notice of such breach. Termination shall not relieve Client of the obligation to pay for services rendered and expenses incurred through the effective date of termination.

CONFIDENTIALITY

The parties acknowledge that, in the course of performing this Proposal, each may receive confidential or proprietary information of the other ("Confidential Information"). Confidential Information shall not include information that (i) is or becomes publicly available through no fault of the receiving party; (ii) was in the receiving party's possession before receipt from the disclosing party; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information.

Each receiving party shall (a) use Confidential Information solely to perform its obligations under this Proposal; (b) restrict access to Confidential Information to its employees, contractors, and advisors who need such access and who are bound by confidentiality obligations no less protective than those herein; and (c) not disclose Confidential Information to any third party without prior written consent of the disclosing party, except as compelled by law subject to prior notice and reasonable cooperation.

Mutual confidentiality (both parties bound)
One-way confidentiality (Provider bound; Client not required)

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider shall retain ownership of Provider's pre-existing materials, tools, templates, and methodologies. Upon full and final payment of all amounts due under this Proposal, Provider grants Client a perpetual, non-exclusive license to use the final deliverables for Client's internal business purposes. Any transfer of ownership of deliverables or assignment of copyrights shall be set forth in a separate written instrument signed by both parties.

Assign ownership to Client upon full payment
Provider retains ownership and grants license upon payment

GOVERNING LAW

This Proposal shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located within that State for any dispute arising out of this Proposal.

ENTIRE AGREEMENT

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

MISCELLANEOUS

If any provision of this Proposal is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Proposal without the prior written consent of the other, except that Provider may assign to an affiliate or successor in interest provided Client is notified in writing.

Notices required or permitted under this Proposal shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice.

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