Business Proto Template

BUSINESS PROTO TEMPLATE

This Business Proto Template Agreement (the "Agreement") is entered into as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client Name: seeks certain business development, prototyping, and advisory services described herein; and

WHEREAS, Service Provider Name: has the skills and capacity to perform such services and is willing to perform them under the terms and conditions set forth in this Agreement.

SCOPE OF WORK

Provider shall perform the services and deliverables described below. Services shall include development of prototype materials, periodic progress reporting, and collaboration with Client personnel as required. Acceptance of deliverables shall be governed by the acceptance criteria set forth in this section and by mutual written confirmation.

PAYMENT TERMS

Client shall pay Provider in accordance with the fees and schedule stated below. All fees are exclusive of taxes unless otherwise stated. Provider shall submit invoices in accordance with the invoicing provisions below.

TERM AND TERMINATION

This Agreement commences on and continues until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for the notice period specified above. Termination shall not relieve either party of obligations accrued prior to the effective date of termination, including payment for services rendered and reimbursement of expenses.

CONFIDENTIALITY

Each party acknowledges that in connection with this Agreement it may receive Confidential Information from the other party. "Confidential Information" means non-public information 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. The receiving party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to its employees, contractors and advisors having a need to know and subject to obligations of confidentiality no less protective than those herein; and (c) implement reasonable safeguards to prevent unauthorized disclosure.

Notwithstanding the foregoing, Confidential Information does not include information that: (i) is or becomes generally known to the public without breach of this Agreement; (ii) was known to the receiving party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. Each party consents to the exclusive jurisdiction and venue of the state and federal courts located in that State for any action arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, including all exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations, and understandings, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, or agency relationship between them.

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