Business Proposal for Wise Ventures

BUSINESS PROPOSAL FOR WISE VENTURES

Proposer Name:    Proposal Reference:

Client Name: Wise Ventures    Client Representative:

RECITALS

WHEREAS, Proposer represents that Proposer has the expertise, personnel and resources necessary to perform the services described herein and wishes to provide a proposal to the Client for those services; and

WHEREAS, Client desires to engage Proposer to perform the services described in this Proposal on the terms and conditions set forth below; and

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

SCOPE OF WORK

PAYMENT TERMS

Total Fee:    Currency:

Invoicing and Payment: Proposer shall submit invoices in accordance with the Payment Schedule. Client shall pay undisputed invoices within days of receipt. All payments shall be made in cleared funds to the account designated by Proposer. Client shall be responsible for any applicable taxes unless otherwise agreed in writing.

Late Payment: Overdue amounts shall accrue interest at a rate of on the outstanding balance, or the maximum lawful rate if lower. In addition, Client shall reimburse Proposer for reasonable collection costs and legal fees incurred in collecting overdue payments.

TERM AND TERMINATION

Effective Date: .    Anticipated Completion Date:

Term: This Proposal shall remain in effect from the Effective Date until the completion of the services or until terminated as provided herein.

Termination for Convenience: Either party may terminate this Proposal without cause upon days' prior written notice to the other party. Termination shall not relieve Client of the obligation to pay for services performed and costs incurred through the effective date of termination.

Termination for Cause: Either party may terminate immediately for material breach by the other party if such breach is not cured within 15 days after written notice specifying the breach. Upon termination for cause by Client, Proposer shall be entitled to payment for services performed to the date of termination and for reasonable wind-down costs.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party to the other in connection with this Proposal, whether in oral, written, electronic or other form, that is designated as confidential or that reasonably should be understood to be confidential.

Obligations: Each party shall (a) maintain the confidentiality of the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information solely for the performance or evaluation of this Proposal; and (c) not disclose Confidential Information to any third party except to employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Exceptions: Confidential Information does not include information that is (i) publicly available other than through breach of this Proposal; (ii) rightfully received from a third party without restriction; (iii) independently developed without use of the other party's Confidential Information; or (iv) required to be disclosed by law or valid order of a governmental body, provided the receiving party provides prompt written notice to allow the disclosing party to seek protective measures.

INTELLECTUAL PROPERTY

Ownership: Unless otherwise agreed in writing, Proposer retains ownership of all pre-existing intellectual property and methodologies used to perform the services. Subject to payment in full, Proposer grants Client a non-exclusive, non-transferable license to use deliverables for Client's internal business purposes. Any customization or derivative works created for Client shall be governed by a separate written agreement unless explicitly assigned in writing.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability arising out of or related to this Proposal shall not exceed the total fees paid by Client to Proposer under this Proposal during the six months preceding the event giving rise to liability. Neither party shall be liable for incidental, special, consequential or punitive damages.

GOVERNING LAW; ENTIRE AGREEMENT

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.

Entire Agreement: This Proposal, including any referenced attachments or exhibits executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

ADDITIONAL CONTACT INFORMATION

Sign Now