Business Proposal for Tesla

BUSINESS PROPOSAL FOR TESLA

PARTIES AND EFFECTIVE DATE

Proposer Name:

Client Name:

Effective Date:

RECITALS

WHEREAS, Proposer represents that it has the specialized expertise, personnel, and resources required to perform the services described in this Proposal and to deliver the Deliverables set forth below in a commercially reasonable manner; and

WHEREAS, Client desires to engage Proposer to perform such services and accept the Deliverables pursuant to the terms and conditions of this Proposal and any attached exhibits; and

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.

SCOPE OF WORK

Deliverables shall be provided in accordance with the milestones and acceptance criteria set forth below. Any material changes to the scope shall require prior written change order signed by authorized representatives of both parties.

PAYMENT TERMS

Total Fee:

Invoices will be submitted by Proposer in accordance with the Payment Schedule and are due and payable net days from receipt.

Late payments shall incur interest at the lesser of (i) % per month, compounded monthly; or (ii) the maximum rate permitted by applicable law. In addition, Client shall reimburse Proposer for reasonable collection costs, including attorneys' fees.

EXPENSES

Proposer will be reimbursed for pre-approved, reasonable out-of-pocket expenses directly attributable to performance of the Services. Reimbursement shall be made upon submission of appropriate receipts and documentation.

TERM AND TERMINATION

Term Start Date:

Term End Date:

Either party may terminate this Proposal for convenience upon providing days' prior written notice to the other party. Termination for cause may be immediate if the non‑breaching party provides written notice of material breach and the breach remains uncured thirty (30) days after receipt of such notice. Upon termination, Client will pay Proposer for all Services performed and expenses incurred through the date of termination, subject to any setoff rights.

CONFIDENTIALITY

Each party (the "Recipient") shall hold in confidence all non‑public information disclosed by the other party (the "Discloser") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information ("Confidential Information"). Recipient shall not use Confidential Information except to perform its obligations under this Proposal and shall not disclose Confidential Information to any third party except to those of its employees, contractors and advisors who have a need to know and who are bound by obligations of confidentiality no less protective than those herein. Confidential obligations shall survive termination for a period of years, except that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Proposer shall retain ownership of its pre‑existing intellectual property, tools, methodologies and know-how. Subject to Client's payment in full for the Services and Deliverables, Proposer grants Client a nonexclusive, perpetual license to use the Deliverables for Client's internal business purposes. Any third‑party materials incorporated into Deliverables shall be subject to the applicable third‑party license and Proposer shall notify Client of any such encumbrances.

LIMITATION OF LIABILITY AND INDEMNIFICATION

Each party's aggregate liability arising out of or related to this Proposal shall not exceed the total fees paid or payable by Client to Proposer under this Proposal in the twelve (12) months immediately preceding the claim. Neither party shall be liable for consequential, incidental, special, or punitive damages. Proposer shall indemnify and defend Client against third‑party claims to the extent resulting from Proposer's gross negligence or willful misconduct; Client shall indemnify Proposer for claims arising from Client's misuse of the Deliverables or breach of this Proposal.

INSURANCE

Proposer shall maintain commercial general liability and professional liability insurance in amounts consistent with industry standards and shall furnish certificates of insurance upon reasonable request.

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 constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral. Any amendment or modification must be in writing and executed by duly authorized representatives of both parties.

NOTICES

MISCELLANEOUS

Relationship of the parties: The parties are independent contractors, and nothing contained in this Proposal shall be construed to create a partnership, joint venture, agency, or employment relationship. No waiver by either party of any breach shall be effective unless in writing. If any provision is held unenforceable, the remaining provisions shall remain in full force and effect.

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