Business Proposal ShowplacePRO

BUSINESS PROPOSAL SHOWPLACEPRO

Proposal Date:    Proposal No.:

Parties

Recitals

WHEREAS, Provider is engaged in the business of providing professional showplace, exhibition, and promotional service solutions marketed under the trade name ShowplacePRO and has represented expertise and resources to perform the services described herein;

WHEREAS, Client seeks to engage Provider to perform services for the project described in this Proposal and Provider agrees to provide such services subject to the terms and conditions of this Proposal and the attached Agreement provisions;

NOW, THEREFORE, in consideration of the mutual promises contained in this Proposal and other good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows.

Scope of Work

Provider will perform the services and deliver the deliverables set forth below in accordance with the timelines and specifications agreed by the parties. The scope below defines the core obligations; any change to scope shall be governed by the Change Orders clause.

Payment Terms

Total Fee:    Deposit Required:

Late Fee: If Client fails to pay any undisputed amount when due, Provider may charge a late fee of % per month on the outstanding balance, or the maximum permitted by law, whichever is lower. Minimum late charge: .

Term and Termination

Commencement Date:    Anticipated Completion Date:

Either party may terminate this Proposal for convenience upon providing written notice to the other party not less than days prior to the intended termination date. Provider may terminate immediately for cause if Client fails to pay undisputed amounts within days after written demand.

Confidentiality

Each party acknowledges that in connection with this Proposal it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated as confidential or that reasonably should be understood to be confidential. Each party shall: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except to employees, contractors, or advisers who have a need to know and are bound by confidentiality obligations at least as restrictive as this clause; and (c) use Confidential Information only for the purposes of performing obligations under this Proposal. The obligations in this clause do not apply to information that is or becomes publicly available without breach, is rightfully received from a third party without restriction, or is independently developed.

Parties agree that confidentiality obligations are mutual.

Intellectual Property and Deliverables

Subject to Client's payment in full of all amounts due, Provider grants to Client a non-exclusive, non-transferable license to use deliverables for the stated event or purpose. Provider retains ownership of Provider's pre-existing tools, methodologies, templates, and intellectual property. Any custom work-for-hire assignment of copyright must be expressly set forth in writing and accompanied by full payment.

Change Orders

Any change to the Scope of Work shall be documented in a written change order signed by authorized representatives of both parties. Change orders shall describe the change, any additional fee, and any adjustment to schedule or deliverables.

Limitation of Liability and Indemnity

Except for liabilities arising from gross negligence, willful misconduct, or breaches of confidentiality or intellectual property rights, each party's aggregate liability to the other for any claim arising out of this Proposal shall not exceed the total amounts paid by Client to Provider under this Proposal. Client shall indemnify and hold Provider harmless from third-party claims arising from Client-provided materials, specifications, or instructions.

Governing Law

This Proposal and any dispute arising from it shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

Entire Agreement

This Proposal, including any attachments and approved change orders, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether oral or written. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Acceptance

To accept this Proposal, Client must sign below. Acceptance of this Proposal constitutes Client's agreement to be bound by the terms and conditions set forth herein.

Sign Now