Business Proposal Hearts

BUSINESS PROPOSAL HEARTS

Proposal Date:   Proposal Number:

Parties

Recitals

WHEREAS, Service Provider: has expertise in providing business development, creative strategy, and related services and proposes to provide certain services to Client under the terms set forth in this Agreement;

WHEREAS, Client: desires to engage Service Provider to perform the services described in this Proposal and the parties wish to set forth the terms and conditions governing that engagement;

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

Scope of Work

Service Provider shall perform the services, deliverables, and milestones described below. Deliverables shall conform to the acceptance criteria specified and shall be deemed accepted upon Client's written acceptance or, if no acceptance criteria are specified, upon thirty (30) days following delivery in the absence of timely written rejection.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the performance of the Scope of Work. All amounts are payable in United States dollars unless otherwise agreed in writing.

Invoices shall be due as set forth in the Payment Schedule. Amounts not paid when due shall accrue interest at the rate specified above and Service Provider may suspend performance if undisputed invoices remain unpaid for more than thirty (30) days after receipt of written notice of nonpayment. Client is responsible for all taxes, duties, and charges imposed on payments hereunder, excluding taxes on Service Provider's net income.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for cause upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed prior to termination nor relieve Service Provider of its obligations with respect to Confidential Information and post-termination cooperation necessary to transition the work.

Confidentiality

Each party acknowledges that in the course of performance it may receive confidential information of the other party. "Confidential Information" means nonpublic information 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 receiving party shall (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, (b) use Confidential Information only to perform its obligations under this Agreement, 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 no less protective than those set forth herein. The obligations in this section shall survive termination for a period of three (3) years, except for trade secrets, which shall be protected for so long as they qualify as trade secrets under applicable law.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, Service Provider retains ownership of all preexisting intellectual property and tools. Upon full payment of amounts due, Service Provider assigns to Client a perpetual, nonexclusive license to use the final deliverables described in the Scope of Work for Client's internal business purposes. Service Provider may retain copies of deliverables for archival purposes and to demonstrate prior work.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties agree that any dispute arising out of or relating to this Agreement shall be resolved in the courts of that state, subject to the rights of either party to seek provisional relief in other forums where necessary to protect rights or property.

Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising out of its negligence, willful misconduct, or breach of this Agreement; provided that the indemnified party provides prompt written notice of the claim and cooperates in the defense and settlement of the claim.

Entire Agreement

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

Miscellaneous

The parties are independent contractors. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or to a successor in interest in connection with a merger or sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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