Business Proposal Template for MAD Ventures

Business Proposal Template — MAD Ventures

This Business Proposal (the "Agreement") is entered into as of by and between MAD Ventures (the "Provider") and Client Name: .

WHEREAS

WHEREAS, Provider is engaged in the business of providing business development, advisory, and implementation services tailored to early-stage and growth companies; and

WHEREAS, Client desires to engage Provider to perform the services described in this Agreement and Provider is willing to perform such services under the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

Scope of Work

Payment Terms

Client agrees to pay Provider the fees and reimbursements set forth below in consideration for Provider's performance of the Scope of Work. All fees are due in accordance with the schedule below unless otherwise agreed in writing.

All amounts due under this Agreement are exclusive of taxes. Client shall be responsible for any taxes, assessments, or duties imposed by any governmental authority arising from the transactions contemplated by this Agreement, except taxes based upon Provider's net income.

Term and Termination

The term of this Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party in accordance with the notice period above. Provider may terminate immediately for material breach by Client that is not cured within ten (10) days of written notice or for nonpayment when due. Upon termination, Client shall pay Provider for services performed and expenses incurred through the effective date of termination.

Confidentiality

Each party acknowledges that, in the course of performing this Agreement, it may receive or have access to Confidential Information of the other party. "Confidential Information" means non-public business, technical, or financial information disclosed either directly or indirectly, whether in writing, orally, or by inspection. Each receiving party shall: (a) hold Confidential Information in strict confidence using reasonable care; (b) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (c) not disclose Confidential Information to any third party except as required by law or with the disclosing party's prior written consent.

Notwithstanding the foregoing, Confidential Information does not include information that: (i) is or becomes publicly known without breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of the other party's Confidential Information; or (iv) is approved for release by written authorization of the disclosing party.

Representations; Warranties

Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder. Provider further warrants that services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards.

Limitation of Liability

Except for liability arising from willful misconduct or gross negligence, in no event shall either party be liable to the other for incidental, consequential, special, or punitive damages. The aggregate liability of Provider for any claim arising out of or relating to this Agreement shall not exceed the total fees actually paid by Client to Provider under this Agreement during the six (6) months preceding the event giving rise to the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. Any dispute arising under or in connection with this Agreement shall be resolved in the courts located within that State unless the parties mutually agree otherwise in writing.

Entire Agreement

This Agreement, including any exhibits or attachments specifically incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether written or oral. No amendment or modification shall be binding unless in writing and signed by authorized representatives of both parties.

Notices

Notices under this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses specified by the parties. Notice is effective upon receipt.

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