E-commerce Business Application Proposal

E-COMMERCE BUSINESS APPLICATION PROPOSAL

This E-commerce Business Application Proposal (the "Proposal") is entered into by and between Service Provider: and Client Name: .

WHEREAS

WHEREAS, Service Provider has experience designing, developing and deploying e-commerce platforms, including custom storefronts, payment integration and order management systems; and

WHEREAS, Client desires to retain Service Provider to design, develop and deliver an e-commerce application in accordance with the scope and terms set forth in this Proposal, and Service Provider is willing to provide such services subject to the terms herein.

APPLICANT BUSINESS INFORMATION

SCOPE OF WORK

Service Provider shall design, develop, test and deliver an e-commerce application for Client in accordance with the specifications, milestones and deliverables set forth below. The services include front-end user interface, administrative dashboard, product/catalog management, payment processing integration, order fulfillment workflow, and basic analytics reporting unless otherwise specified.

TIMELINE & MILESTONES

Project Start Date:   Projected Completion Date:

PAYMENT TERMS

Total Project Fee:

Late Payment Fee (interest): OR Flat Late Fee:

TERM AND TERMINATION

Agreement Term Commencement Date:   Term Expiration Date:

Either party may terminate this Proposal for material breach by the other party if such breach is not cured within days after written notice. Termination for convenience by Client requires days written notice and payment for work performed through the termination date.

CONFIDENTIALITY

Each party shall maintain in strict confidence all non-public information disclosed by the other party in connection with this Proposal that is designated as confidential or that reasonably should be understood to be confidential (collectively, "Confidential Information"). Confidential Information shall not include information that is (i) publicly known other than by breach of this Proposal; (ii) already in the receiving party's possession without restriction; or (iii) rightfully obtained from a third party without restriction. Receiving party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information but in no event less than reasonable care.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider shall retain ownership of pre-existing tools, software libraries and methodologies used in performance of the services. Client shall receive a worldwide, non-exclusive license to use the final deliverables produced specifically for Client upon final payment. Ownership of third-party components and open source elements remains subject to their respective licenses.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or breaches of confidentiality or intellectual property provisions, neither party shall be liable for any indirect, incidental, consequential or punitive damages. The aggregate liability of either party for any claim arising out of or related to this Proposal shall not exceed the total fees paid by Client to Service Provider under this Proposal in the preceding twelve (12) months.

GOVERNING LAW

This Proposal shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

ENTIRE AGREEMENT

This Proposal, together with any exhibits, attachments, and accepted change orders, 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 written or oral. Any amendment or modification of this Proposal must be in writing signed by authorized representatives of both parties.

REPRESENTATIONS; ACCEPTANCE

Each party represents and warrants that it has the full right, power and authority to enter into this Proposal and to perform its obligations hereunder. The undersigned authorized representatives of the parties acknowledge their agreement to the terms of this Proposal by signature below.

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