Business Proposal Seltzer

Business Proposal Seltzer

This Business Proposal and Agreement ("Agreement") is entered into as of by and between:

Proposer Name:    Business Address:

Client Name:    Business Address:

WHEREAS

WHEREAS, Proposer is engaged in the development, formulation, branding and commercialization of flavored seltzer beverages and related services; and

WHEREAS, Client desires to retain Proposer to provide product development, formulation, and go-to-market advisory services for a seltzer beverage product described below, and Proposer agrees to provide such services on the terms set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to specify the scope, schedule, compensation and confidentiality obligations applicable to the engagement.

PROJECT SUMMARY

SCOPE OF WORK

Proposer will provide the services set forth below. Deliverables, milestones and acceptance criteria will be documented and are incorporated into this Scope of Work.

PAYMENT TERMS

Client shall pay Proposer the fees set forth below in consideration of the services and deliverables described in the Scope of Work.

All amounts are payable in United States dollars and are exclusive of taxes. Client is responsible for any sales, use or similar taxes attributable to the services.

TERM AND TERMINATION

This Agreement commences on and will terminate on 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 the breach within the notice period set forth above. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by either party to the other in connection with this Agreement that is designated as confidential or that a reasonable person would understand to be confidential given its nature.

Each party shall: (a) hold Confidential Information in strict confidence; (b) not use Confidential Information except to perform obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

Notwithstanding the foregoing, Confidential Information does not include information that is or becomes publicly available other than by breach of this Agreement, is independently developed by the receiving party, or is required to be disclosed by law or valid legal process (provided the disclosing party is given prompt notice where permitted).

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Proposer retains ownership of pre-existing intellectual property and tools used to provide the services. Client will own and Proposer will assign to Client all right, title and interest in deliverables specifically created for Client under this Agreement upon full payment of all fees due; provided that Proposer may retain copies for archival, recordkeeping and defense of rights.

LIMITATION OF LIABILITY

Except for liability arising from a party's willful misconduct or gross negligence, neither party's aggregate liability to the other for any claim arising out of or related to this Agreement shall exceed the total fees paid by Client to Proposer under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of law principles.

The parties shall attempt in good faith to resolve disputes promptly by negotiation between executives. If unresolved within 30 days, disputes shall be resolved by binding arbitration administered in the specified jurisdiction, with each party bearing its own costs unless the arbitrator awards otherwise.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits, attachments or statements of work expressly incorporated herein, constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment or modification must be in writing and signed by both parties.

NOTICES

MISCELLANEOUS

If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, employment or agency relationship.

ACCEPTANCE

By signing below, the parties acknowledge that they have read, understand and agree to the terms of this Agreement and that the individuals signing have the authority to bind the respective parties.

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