Business Proposal for New Features

BUSINESS PROPOSAL FOR NEW FEATURES

Proposal Date:    Proposal No.:

Parties

WHEREAS

WHEREAS, Provider is engaged in the business of software development and feature design and has the capability and expertise to develop the new functionality described herein;

WHEREAS, Client desires Provider to develop and deliver new features to Client's existing product or services as set forth in this Proposal; and

WHEREAS, the parties intend that the terms of engagement, payment, confidentiality, and risk allocation be governed by the provisions set forth below and by the signatures of authorized representatives of each party as acceptance of this Proposal effective as of .

Scope of Work

Provider shall design, develop, test, and deliver the new features described below. The deliverables shall conform to accepted industry standards and the functional requirements set out by Client.

Additional milestones may be added by mutual written amendment. Changes to scope that materially affect cost or schedule shall be subject to a change order signed by both parties prior to commencement of affected work.

Payment Terms

Client shall pay Provider for services described in this Proposal in accordance with the following terms.

Overdue amounts shall accrue interest at from the invoice due date until paid, together with any reasonable collection costs incurred by Provider.

Term and Termination

This Proposal shall commence on and shall continue until completion of the work described herein or until , unless earlier terminated as provided below.

Either party may terminate for material breach if the breaching party fails to cure such breach within the notice period specified above. Termination shall not relieve Client of the obligation to pay for work performed and accepted prior to termination, including reasonable wind-up costs incurred by Provider.

Confidentiality

The parties acknowledge that during performance of this Proposal each may receive Confidential Information. Confidential Information means non-public information disclosed in tangible or intangible form 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 agrees: (a) to hold Confidential Information in strict confidence; (b) not to use Confidential Information except to perform its obligations under this Proposal; and (c) to limit disclosure to employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those herein. The obligations set forth in this section shall survive termination of this Proposal for years.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Provider shall retain all ownership of pre-existing intellectual property and development tools. Subject to Client’s full payment of fees due under this Proposal, Provider grants Client a worldwide, non-exclusive, perpetual license to use work product delivered as part of this engagement for Client’s internal business purposes. Provider shall retain the right to use general know-how and methodologies developed in the course of performing the work so long as no Confidential Information of Client is disclosed.

Warranties; Limitation of Liability

Provider warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTY STATED ABOVE, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. PROVIDER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS PROPOSAL SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS PROPOSAL.

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. Venue for any dispute shall be in the state or federal courts located within the governing jurisdiction stated above.

Entire Agreement

This Proposal, together with any executed change orders and attachments referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment or modification to this Proposal shall be effective unless in writing and signed by authorized representatives of both parties.

Acceptance

By signing below, the undersigned acknowledge that they are authorized representatives of their respective parties, accept and agree to the terms set forth in this Proposal, and authorize Provider to commence work upon receipt of the initial deposit unless otherwise agreed in writing.

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