Business Simulator Proposal

Business Simulator Proposal

This Business Simulator Proposal (the "Proposal") is entered into as of by and between ("Proposer") and ("Client").

WHEREAS

WHEREAS, Proposer develops interactive business simulation software, scenario modules, and training materials designed to replicate operational and strategic decision-making environments;

WHEREAS, Client desires to engage Proposer to deliver a customised Business Simulator for the project titled pursuant to the scope and fees set forth herein; and

WHEREAS, the parties intend for this Proposal, upon execution, to serve as a binding agreement setting forth deliverables, payment terms, confidentiality and other material terms.

SCOPE OF WORK

Proposer will design, configure, and deliver a Business Simulator including scenario design, user interface configuration, data-model integration, testing and training for Client. Deliverables will include source scenario files, a facilitator guide, and participant documentation as set out below. Specific features, milestones and acceptance criteria shall be as described in the Scope of Work field.

PAYMENT TERMS

Client shall pay Proposer fees for the Services as follows. All amounts are in U.S. dollars unless otherwise noted.

Payments not received within the invoice terms shall accrue the late fee stated above and Proposer may suspend performance if amounts due remain unpaid after written notice and a thirty (30) day cure period.

TERM AND TERMINATION

The term of this Proposal commences on and continues until unless earlier terminated in accordance with this section.

Either party may terminate this Proposal for material breach by the other party if the breaching party fails to cure the breach within the notice period above. Termination for convenience by Client requires payment for Services rendered and costs reasonably incurred to the date of termination.

CONFIDENTIALITY

Each party shall maintain in confidence all non-public information disclosed by the other party 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 ("Confidential Information"). Confidential Information shall not include information which: (a) is or becomes generally available to the public other than by a breach of this Proposal; (b) was known to the recipient prior to disclosure; (c) is received from a third party without breach of an obligation of confidentiality; or (d) is independently developed by the recipient without use of the disclosing party's Confidential Information.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Proposer retains ownership of Proposer's pre-existing software, tools, methodologies and background intellectual property. Upon final payment, Client shall receive a non-exclusive, non-transferable license to use the final deliverables for Client's internal business purposes, subject to any third-party licenses and restrictions identified in the Scope of Work. Custom deliverables specifically developed for Client may be assigned to Client if expressly stated and paid for in the Total Fee.

Client to receive ownership of custom deliverables upon payment
Proposer retains ownership of custom deliverables (license granted to Client)

LIMITATION OF LIABILITY & INDEMNIFICATION

Each party's aggregate liability for any claim arising out of or related to this Proposal shall not exceed the total fees actually paid by Client to Proposer under this Proposal. In no event shall either party be liable for special, incidental, consequential or punitive damages. Client shall indemnify and hold Proposer harmless from third-party claims arising from Client's misuse of the deliverables or Client-supplied data. Proposer shall indemnify Client for third-party claims arising from Proposer's gross negligence in delivering the Services.

ACCEPTANCE

Deliverables shall be deemed accepted upon successful completion of the acceptance tests or, if no tests are performed, ten (10) business days after delivery provided no material defects are notified in writing.

GOVERNING LAW

This Proposal shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located within that jurisdiction for disputes arising under this Proposal.

ENTIRE AGREEMENT

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

MISCELLANEOUS

The parties acknowledge that each has had the opportunity to consult counsel and that any ambiguities shall not be construed against either party as drafter. Notices under this Proposal shall be in writing and delivered to the contact information set forth below.

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