Business Prototype Template

BUSINESS PROTOTYPE TEMPLATE

This Business Prototype Agreement ("Agreement") is made and entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client engages Service Provider to develop, prototype and test a specified business prototype for the purpose of evaluating commercial viability, design feasibility, and user interaction (the "Prototype");

WHEREAS, Service Provider has represented that it possesses the personnel, technical capabilities, and experience necessary to design, construct and deliver the Prototype in accordance with the terms and schedule set forth in this Agreement;

WHEREAS, the parties desire to set forth the scope, payment terms, confidentiality obligations, and other terms governing the creation and transfer of the Prototype.

PARTIES' CONTACT INFORMATION

SCOPE OF WORK

Service Provider shall design, build, and deliver a working Prototype in accordance with the deliverables, milestones and acceptance criteria described below. The Prototype shall materially conform to the specifications agreed between the parties and shall be delivered in phases as set out in the Deliverables Schedule.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the performance of the Scope of Work. Unless otherwise stated, all payments are due in United States Dollars.

All undisputed amounts not paid within Payment Due terms shall accrue interest or late fees as set forth above. Client shall reimburse Service Provider for reasonable collection costs and attorney fees incurred in collecting overdue amounts.

TERM AND TERMINATION

This Agreement shall commence on Commencement Date: and shall continue until Completion Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured for Notice Period: days after written notice. In addition, Client may terminate for convenience upon thirty (30) days' prior written notice; Service Provider shall be entitled to payment for work performed and reimbursable expenses through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means all non-public business, technical and financial information disclosed by either party to the other in any form that is designated as confidential or that reasonably should be understood to be confidential. Receiving party shall (a) use Confidential Information only for performance under this Agreement; (b) restrict disclosure to those employees, contractors or agents who have a need to know and are bound by confidentiality obligations at least as restrictive as those herein; and (c) take commercially reasonable measures to protect the confidentiality of such information. Confidential Information does not include information that: (i) is or becomes publicly known through no wrongful act of the receiving party; (ii) was known to the receiving party prior to disclosure; (iii) is received from a third party without breach of an obligation of confidentiality; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider grants to Client a non-exclusive, perpetual, worldwide license to use the deliverables of the Prototype for Client's internal business purposes. All pre-existing intellectual property of each party remains the sole property of that party. Any joint developments will be allocated as set forth in a written addendum signed by both parties. The parties agree to execute such further instruments as reasonably necessary to effectuate this allocation of rights.

WARRANTIES; LIMITATION OF LIABILITY

Service Provider warrants that the deliverables will substantially conform to the specifications set forth in the Scope of Work for a period of thirty (30) days from acceptance. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH HEREIN, ALL SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES.

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. Exclusive venue for any disputes arising out of this Agreement shall be the state or federal courts located within that state.

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, negotiations and communications, whether written or oral. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign this Agreement without consent to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets. Any provision that by its nature should survive termination shall survive, including but not limited to confidentiality, indemnification, intellectual property and governing law provisions.

Sign Now