Business Proposal Prodco

Business Proposal Prodco

Proposal Details

Parties

Recitals

WHEREAS, Client Name: seeks professional production, creative and consulting services for a project entitled (the "Project");

WHEREAS, Prodco Name: represents that it has the expertise, personnel and equipment necessary to perform the scope of work described herein in a professional manner;

WHEREAS, the parties desire to set forth the terms under which Prodco will provide services to Client effective as of .

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

Scope of Work

Prodco shall perform the services described below. Prodco will provide qualified personnel, equipment and materials necessary to complete the services in a timely and workmanlike manner consistent with industry standards.

Payment Terms

Client agrees to pay Prodco the amounts and on the schedule set forth below as full compensation for the services and deliverables. All fees are exclusive of taxes, which shall be the responsibility of Client.

In the event of late payment, Client shall also be responsible for reasonable collection costs, including attorneys' fees and court costs incurred by Prodco in collecting overdue amounts.

Term and Termination

This Agreement commences on the start date and continues until the completion of the services or the end date, unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above after receipt of written notice. Prodco may suspend performance if Client fails to make a payment when due, and suspension shall not relieve Client of its payment obligations.

Confidentiality

Each party acknowledges that in the course of performing this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public information that is identified as confidential or that, given the nature of the information or the circumstances of disclosure, reasonably should be understood to be confidential.

Each receiving party shall (a) use Confidential Information solely for the performance of this Agreement, (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care, and (c) not disclose Confidential Information to any third party except as required by law or to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those herein. Confidential Information does not include information that is or becomes publicly available other than by breach of this Agreement or that was known to the receiving party prior to disclosure as evidenced by written records.

All confidentiality obligations survive termination of this Agreement for a period of three (3) years, except that trade secrets remain protected for so long as they qualify as trade secrets under applicable law.

Notices

Notices under this Agreement must be in writing and delivered to the addresses listed below. Notice is effective upon receipt.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties agree to negotiate in good faith to resolve any dispute arising under this Agreement prior to commencing litigation. If litigation is necessary, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in the county of the governing law state.

Entire Agreement; Modification

This Agreement, together with any attached exhibits or attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and understandings, whether oral or written. No amendment, modification or waiver of any provision of this Agreement will be effective unless in writing and signed by both parties.

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement will remain in full force and effect and the parties shall negotiate a substitute valid and enforceable provision that comes closest to the parties' intent.

Signatures

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