Business Proposal Template for Designed Destiny

Business Proposal Template for Designed Destiny

This Business Proposal (the Agreement) is made effective as of between Designed Destiny (Service Provider): and Client Name: .

Whereas

WHEREAS, Service Provider is engaged in the business of design, creative development, and related professional services and possesses specialized expertise and personnel to perform the services described in this Agreement; and

WHEREAS, Client desires to retain Service Provider to perform the services described below on the terms and conditions set forth herein, and Service Provider is willing to perform such services subject to those terms and conditions.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. Scope of Work

2. Payment Terms

Total Fee: $. Unless otherwise agreed in writing, Client shall pay Service Provider in accordance with the schedule set forth below.

Late Payment: Any amount not paid within days of its due date shall accrue interest at % per month (or the maximum permissible by law, if lower), and Client shall be responsible for all reasonable costs of collection, including attorneys' fees.

3. Term and Termination

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

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination, Client shall pay for all work performed and expenses incurred through the effective date of termination and any non-cancellable commitments; Service Provider shall deliver any work product for which Client has paid.

4. Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party to the other 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.

Obligations: Receiving party shall (a) use Confidential Information only for 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 not less than reasonable care; and (c) not disclose Confidential Information to third parties except to its employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Exceptions: Confidential Information does not include information that (i) is or becomes generally available to the public other than as a result of a breach of this Agreement; (ii) was known to the receiving party without restriction prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of Confidential Information.

Duration: The obligations of confidentiality shall survive termination of this Agreement for a period of years, except with respect to trade secrets, which shall be protected for so long as they remain trade secrets under applicable law.

5. Intellectual Property and Deliverables

Ownership: Unless otherwise agreed in writing, upon full payment of all amounts due, Service Provider assigns to Client all right, title, and interest in the final deliverables specifically created for Client under this Agreement. Service Provider retains all rights in underlying methodologies, tools, templates, and pre-existing materials, and grants Client a non-exclusive license to any such items only to the extent incorporated into the deliverables.

Third-Party Materials: Service Provider shall disclose use of any third-party materials. Client is responsible for any third-party license fees unless otherwise agreed.

6. Warranties; Limitation of Liability

Service Provider warrants that the services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT FOR THE FOREGOING, SERVICE PROVIDER HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Limitation of Liability: EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF SERVICE PROVIDER ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict-of-law principles. The parties submit to the exclusive jurisdiction of the courts located in that State for resolution of disputes.

8. Entire Agreement; Amendments

This Agreement, including any exhibits or attachments signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations and understandings, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by duly authorized representatives of both parties.

9. Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Independent Contractor: Service Provider is an independent contractor. Nothing in this Agreement will be deemed to create an agency, partnership, or joint venture between the parties.

Sign Now