Business Proposal Slide App

Business Proposal Slide App

This Business Proposal Slide App Agreement (the Agreement) is entered into between:

Agreement Date:

WHEREAS

WHEREAS, Client wishes to engage Service Provider to prepare a slide-based proposal presentation application (the Slide App) for Client's business development and investor presentation purposes; and

WHEREAS, Service Provider has represented that it has the technical skill, personnel, and experience to design, develop, and deliver the Slide App in accordance with the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms, deliverables, payment, confidential treatment of information, and other rights and obligations in writing.

SCOPE OF WORK

Project Name:

PAYMENT TERMS

Total Fixed Fee:

Late Payment Fee: If any undisputed payment is not received within days after the due date, Client shall pay interest at per month on the overdue amount, compounded monthly, or the maximum lawful rate if lower.

Expenses: Client will reimburse reasonable pre-approved out-of-pocket expenses incurred by Service Provider in connection with the performance of the Services. Reimbursable expenses must be invoiced with supporting receipts and are payable within days.

TERM AND TERMINATION

Term Start Date: — Term End Date:

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective date of termination. Termination for material breach is permitted immediately upon written notice if the breaching party fails to cure within days after receipt of written notice specifying the breach.

Upon termination, Service Provider will deliver work in progress and Client will pay for all Services performed and expenses incurred through the effective date of termination, prorated where applicable.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by a party (Disclosing Party) to the other (Receiving Party) that is designated confidential or that reasonably should be understood to be confidential, including business plans, financial data, software, designs, slide content, and trade secrets.

Obligation: Receiving Party shall (i) hold Confidential Information in strict confidence, (ii) not disclose it to any third party except as expressly permitted herein, and (iii) use it solely for the purpose of performing obligations under this Agreement. Receiving Party shall use at least the same degree of care in protecting Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Exclusions: Confidential Information does not include information that is (a) known to the Receiving Party prior to disclosure, (b) becomes publicly known through no wrongful act of Receiving Party, (c) is rightfully received from a third party without restriction, or (d) is independently developed without use of Confidential Information.

INTELLECTUAL PROPERTY

Ownership of Work Product: Except for any pre-existing materials and third-party components, upon full payment of fees due under this Agreement, Service Provider assigns to Client all right, title and interest in deliverables specifically created for Client under this Agreement. Service Provider retains ownership of its general know-how, tools, templates, and methodologies used in the performance of the Services.

License to Pre-Existing Materials: To the extent Service Provider incorporates pre-existing materials or third-party components, Service Provider grants Client a non-exclusive, perpetual, royalty-free license to use such components as included in the final deliverable, subject to third-party license terms.

REVISIONS AND ACCEPTANCE

WARRANTIES; LIMITATION OF LIABILITY

Service Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Limitation of Liability: IN NO EVENT WILL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement will be governed by and construed in accordance with the laws of the jurisdiction chosen by the parties. Governing State/Province:

The parties agree to attempt to resolve disputes first through good faith negotiation. If unresolved, the parties may pursue mediation or other mutually agreed dispute resolution procedures before initiating litigation.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any schedules and attachments expressly incorporated, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. Any amendment must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or successor in interest to substantially all of its business or assets, provided that the assignee assumes the assigning party's obligations hereunder.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses provided by the parties. Notice Address for Client:

Notice Address for Service Provider:

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