Draft Business Proposal Comp

Draft Business Proposal Comp

This Draft Business Proposal and Compensation Agreement (the "Agreement") is entered into as of Effective Date: between:

RECITALS

WHEREAS, Client desires to obtain certain professional services and deliverables as described in this Agreement and any attached schedules;

WHEREAS, Provider represents that it has the requisite experience and technical competence to perform the services and deliverables set forth herein and is willing to provide such services to Client under the terms and compensation set forth below;

WHEREAS, the parties wish to reduce to writing the scope, compensation, confidentiality and other terms governing their relationship with respect to the services described in this Proposal.

SCOPE OF WORK

Provider shall perform the services and deliver the deliverables described below in accordance with the terms of this Agreement.

PAYMENT TERMS

Total Compensation: $ payable in accordance with the schedule below.

Late Payment: Unpaid amounts shall bear interest at the lesser of 1.5% per month or the maximum permitted by law, plus a late fee of if payment remains outstanding more than days after invoice.

TERM AND TERMINATION

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 for cause upon material breach by the other party if such breach remains uncured for thirty (30) days following written notice specifying the breach.

CONFIDENTIALITY

Each party acknowledges that in connection with this Agreement it may receive confidential information of the other party. "Confidential Information" means non-public information disclosed by one party to the other, whether in oral, written or electronic form, that is designated as confidential or should reasonably be understood to be confidential given its nature and the circumstances of disclosure.

The receiving party shall: (a) hold Confidential Information in strict confidence and use at least the same degree of care to protect it as the receiving party uses to protect its own confidential information but in no event less than reasonable care; (b) not disclose Confidential Information to any third party except to its employees, agents, or contractors who have a need to know and are bound by confidentiality obligations no less protective than those herein; and (c) not use Confidential Information except to perform its obligations or exercise its rights under this Agreement.

Confidentiality Period (years): . Exceptions to confidentiality obligations include information that is or becomes generally known through no breach of this Agreement, independently developed by the receiving party, or required to be disclosed pursuant to law, provided the disclosing party is given prompt written notice to seek protective measures.

INTELLECTUAL PROPERTY AND DELIVERABLES

Unless otherwise agreed in writing, Provider shall retain ownership of Provider's preexisting intellectual property and tools used to perform the services. Provider grants Client a non-exclusive, perpetual, worldwide license to use deliverables provided under this Agreement to the extent necessary for Client's internal business operations, subject to full payment of fees. Specific assignment of copyright or exclusive rights, if any, shall be set forth in an attached statement of work.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify and hold harmless the other party from third-party claims arising out of the indemnifying party's breach of this Agreement, gross negligence or willful misconduct. Except for liability arising from willful misconduct or gross negligence or from breaches of confidentiality or intellectual property indemnities, neither party's aggregate liability under this Agreement shall exceed the total compensation paid to Provider under this Agreement.

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.

ENTIRE AGREEMENT

This Agreement, including any attached exhibits or statements of work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

ADDITIONAL PROVISIONS

Relationship of the parties: Provider is an independent contractor and not an employee, partner, or agent of Client. Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all assets.

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