Idea Proposal Template

Idea Proposal Template

Proposal Date:

This Idea Proposal and Development Agreement (Agreement) is entered into as of the Proposal Date above by and between:

Client Name:    Client Address:

Provider Name:    Provider Address:

WHEREAS

WHEREAS, Client has conceived or owns an idea, concept, design or proposal described in this Agreement (Idea) and seeks evaluation, development and potential commercialization; and

WHEREAS, Provider has relevant experience and capability to evaluate, research, develop prototypes and prepare deliverables related to the Idea and has presented the Proposal set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

Scope of Work

Payment Terms

Compensation Amount: $ payable as follows:

Payment Due Days: days from invoice date. Late payments shall incur a late fee of per month on the outstanding balance or the maximum permitted by law, whichever is less.

Term and Termination

Commencement Date: . Termination Date: , unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Either party may terminate without cause upon days' prior written notice.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) in connection with this Agreement, including business plans, technical data, designs, prototypes, financial information, and the Idea itself.

Obligation: The Receiving Party shall (i) hold all Confidential Information in strict confidence, (ii) not disclose Confidential Information to third parties except to those employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein, and (iii) use Confidential Information solely to perform its obligations under this Agreement.

Exclusions: Confidential Information does not include information that is (a) already known to the Receiving Party without an obligation of confidentiality, (b) becomes publicly available through no fault of the Receiving Party, (c) lawfully received from a third party without restriction, or (d) independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

Term: The obligations of confidentiality shall remain in effect for years following the earlier of termination of this Agreement or disclosure of the Confidential Information.

Intellectual Property

Pre-existing IP: Each party retains ownership of its pre-existing intellectual property and materials. Nothing in this Agreement transfers ownership of a party's pre-existing IP except as expressly set forth in writing.

Deliverables and Assignment: All works, inventions, designs, documents, and deliverables created specifically for Client under this Agreement (collectively, Deliverables) shall be the property of Client upon full payment for such Deliverables, and Provider hereby assigns and agrees to assign to Client all right, title and interest in and to such Deliverables to the extent permitted by applicable law. Provider shall execute further documents reasonably requested to effectuate such assignment.

License to Provider: Provider shall retain a non-exclusive, non-transferable, revocable license to use its general skills and knowledge not constituting Client Confidential Information to perform services under this Agreement, but shall not use Client Confidential Information or the Idea for any other purpose.

Representations and Warranties; Indemnification

Each party represents that it has full power and authority to enter into this Agreement and that its performance will not conflict with any agreement with a third party. Provider represents that the services will be performed in a professional manner in accordance with industry standards.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement, subject to applicable law and the indemnified party's compliance with notice and mitigation requirements.

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. The parties submit to the exclusive jurisdiction of the state and federal courts located within that State for disputes arising under this Agreement.

Entire Agreement; Amendments

This Agreement, together with any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Notices shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing. If any provision of this Agreement is held to be unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or successor in connection with a merger or sale of substantially all assets.

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