Business Proposal Captain Up

BUSINESS PROPOSAL CAPTAIN UP

RECITALS

WHEREAS, Provider Name: is engaged in providing digital engagement, rewards, and customer retention services; and

WHEREAS, Client Name: desires to procure certain services from Provider as further described in this Proposal; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will perform the services and Client will pay for those services.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows:

SCOPE OF WORK

Provider shall perform the services and deliverables described below. All deliverables shall conform to the specifications agreed by the parties and will be provided in accordance with the schedule set forth in the Payment Terms and Milestones section.

PAYMENT TERMS

Client shall pay Provider the total amount set forth below in exchange for the services described in this Proposal. All fees are stated in United States dollars and are exclusive of any applicable taxes, which shall be the responsibility of Client.

Invoices are due within days of invoice date. Late payments shall incur a late fee of applied to the outstanding balance, together with any costs of collection, including reasonable attorneys' fees.

TERM AND TERMINATION

This Agreement commences on the Start Date and, unless earlier terminated, continues until the End Date specified below or until completion of the services, whichever occurs later.

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon providing prior written notice to the other party. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within 15 days of written notice. Termination does not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by either party that is 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 shall: (a) maintain Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that is or becomes publicly available without breach, is rightfully received from a third party without restriction, or is independently developed without use of the other party's Confidential Information.

INTELLECTUAL PROPERTY

Unless otherwise expressly agreed in writing, Provider retains ownership of all pre-existing intellectual property and tools used to provide the services. Subject to Client's payment of all fees due, Provider grants Client a non-exclusive, non-transferable license to use deliverables solely for Client's internal business purposes. Any modification, resale, or redistribution of Provider's underlying platform or proprietary materials is prohibited without Provider's prior written consent.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. The indemnified party shall provide prompt written notice of any claim and cooperate in the defense at the indemnifying party's expense.

EXPENSES

Client shall reimburse Provider for reasonable, pre-approved out-of-pocket expenses incurred in connection with the performance of services. Provider shall itemize such expenses on invoices and provide receipts upon request.

GOVERNING LAW

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

ENTIRE AGREEMENT

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

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the contact information set forth below or to such other address as a party may designate by notice to the other party.

IN WITNESS WHEREOF, the parties have executed this Proposal as of the dates set forth below.

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