Business Proposal for Cool Quest

Business Proposal for Cool Quest

Recitals

WHEREAS, Proposer Name: is engaged in the business of providing digital product design, development and consulting services; and

WHEREAS, Client Name: desires to retain Proposer to perform the services described in this Proposal and the parties desire to set forth their agreement in writing;

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

1. Scope of Work

1.1 Services: Proposer shall provide the services and deliverables described in the Scope of Work below. Proposer will perform the services in a professional manner consistent with industry standards.

2. Payment Terms

2.1 Contract Amount: Client shall pay Proposer the total fee set forth below for the Scope of Work. Payments shall be made in accordance with the schedule in Section 2.2. All amounts are exclusive of applicable taxes which, if required by law, are the responsibility of Client.

2.2 Payment Due: Unless otherwise agreed in writing, invoices are due within days of invoice date.

2.3 Late Payment: Any amounts not paid when due shall accrue interest at the rate of % per month (or the maximum lawful rate, if less), plus a late fee of USD per invoice overdue. Client shall also reimburse Proposer for reasonable collection costs and attorneys' fees.

3. Term and Termination

3.1 Term: This Agreement commences on the Start Date: and continues until the End Date: , unless earlier terminated as provided below.

3.2 Termination for Convenience: Either party may terminate this Agreement for convenience upon delivering written notice to the other party no fewer than days prior to the effective termination date. In the event of termination, Client shall pay Proposer for all work performed and approved expenses incurred through the effective date of termination.

3.3 Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 15 days of receiving written notice specifying the breach.

4. Confidentiality

4.1 Definition: "Confidential Information" means non-public information disclosed by either party to the other, whether oral, written, or electronic, 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.

4.2 Obligations: The receiving party shall (a) hold Confidential Information in strict confidence, (b) not disclose it to any third party except as expressly permitted herein, and (c) use it solely to perform obligations under this Agreement. The receiving party shall take reasonable measures to protect Confidential Information, not less than those it takes to protect its own confidential information of a similar nature.

4.3 Exceptions: Confidential Information does not include information that is or becomes generally available to the public through no wrongful act of the receiving party, was already in the receiving party’s possession prior to disclosure, or is rightfully received from a third party without restriction.

4.4 Duration: The obligations in this Section shall survive termination of this Agreement for a period of years.

5. Representations and Warranties; Indemnity

5.1 Each party represents and warrants that it has the authority to enter into this Agreement and to perform its obligations hereunder. Proposer warrants that services will be performed in a competent and professional manner consistent with industry standards.

5.2 Indemnity: Each party shall indemnify, defend and hold harmless the other party from and against any claim, loss or liability (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence, willful misconduct or violation of applicable law.

6. Limitation of Liability

Except for liability arising from breach of confidentiality, willful misconduct, or gross negligence, neither party shall be liable to the other for consequential, incidental, special, punitive or exemplary damages. The aggregate liability of either party for any claim arising under this Agreement shall not exceed the total fees paid by Client to Proposer under this Agreement.

7. Governing Law; Dispute Resolution

7.1 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.

7.2 Dispute Resolution: The parties shall attempt in good faith to resolve disputes promptly by negotiation. If the dispute is not resolved within 30 days, either party may pursue any remedies available in law or equity, subject to the limitations set forth in this Agreement.

8. Entire Agreement; Amendments

This Agreement, together with any attachments and exhibits (including the Scope of Work), constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

9. Notices

Additional Provisions

9.1 Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Proposer may assign to an affiliate or in connection with a merger or sale of substantially all its assets.

9.2 Relationship of Parties: The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, or employer-employee relationship.

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