Business Proposal for Dream Machine

BUSINESS PROPOSAL FOR DREAM MACHINE

Proposal Date:

Parties

Provider Name:    Provider Address:

Client Name:    Client Address:

Recitals

WHEREAS, Provider is skilled in design, development, and commercial deployment of mechanical and software systems under the trade name Dream Machine, and offers services relating to bespoke hardware/software integration and project management; and

WHEREAS, Client desires to engage Provider to perform the services described in this Proposal for the Project entitled: ; and

WHEREAS, the parties wish to set forth their respective rights and obligations in connection with the services and deliverables described below.

Scope of Work

Payment Terms

Deposit due upon execution:    Invoice due within days of invoice.

Late Payment: Unpaid amounts shall accrue interest at or the maximum permitted by law, whichever is less. Client shall also reimburse Provider for reasonable collection costs.

Term and Termination

Commencement Date:    Completion/End Date:

Either party may terminate this Proposal for material breach if the breaching party fails to cure within days after written notice. Either party may terminate for convenience with days prior written notice. Upon termination, Provider shall be entitled to payment for services performed and reasonable costs incurred through the effective date of termination.

Confidentiality

For purposes of this Proposal, "Confidential Information" means nonpublic information disclosed by one party to the other relating to business, technical or financial matters. The receiving party shall (a) hold Confidential Information in confidence, (b) not use it except to perform this Proposal, and (c) not disclose it to third parties except to its employees or contractors who have a need to know and are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, is already lawfully in the receiving party's possession, or is rightfully received from a third party without restriction. Upon written request or termination, the receiving party shall return or destroy Confidential Information within days, except to the extent retention is required by law.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Provider retains ownership of pre-existing intellectual property, tools, and methodologies used in performance. Subject to Client's payment in full, Provider grants Client a nonexclusive, perpetual license to use final deliverables for Client's internal business purposes. Any bespoke source code, schematics, or documentation expressly identified as deliverables shall be assigned to Client upon full payment.

Warranties; Limitation of Liability

Provider warrants that services will be performed in a professional manner consistent with industry standards for a period of from delivery. EXCEPT FOR THE FOREGOING, PROVIDER DISCLAIMS ALL OTHER WARRANTIES. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF THIS PROPOSAL EXCEED THE TOTAL FEES PAID TO PROVIDER UNDER THIS PROPOSAL, EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.

Governing Law

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

Entire Agreement

This Proposal, together with any attachments and statements of work referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous understandings. Any amendments must be in writing and signed by authorized representatives of both parties.

Acceptance

This Proposal is valid for a period of days from the Proposal Date unless earlier accepted in writing by Provider.

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