Innovation Project Proposal Document

INNOVATION PROJECT PROPOSAL DOCUMENT

Effective Date:

Parties and Recitals

Proposer Name:     Proposer Address:

Client Name:     Client Address:

WHEREAS, Proposer has experience, personnel, and technical capability necessary to research, develop and deliver innovative solutions described in this Proposal;

WHEREAS, Client seeks to engage Proposer to perform the services and deliver the deliverables described below for the benefit of Client pursuant to the terms and conditions set forth in this document;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

Project Overview

Scope of Work

Proposer shall perform the following services and produce the following deliverables in accordance with the milestones, acceptance criteria, and standards of performance described below.

Example Milestone 1:   Due:

Example Milestone 2:   Due:

Payment Terms

Total Fee (not inclusive of reimbursable expenses): $

Invoicing: Proposer shall submit invoices to Client in accordance with the payment schedule. Invoices shall include sufficient detail of work performed, hours (if applicable), and expenses. Payment is due within days of receipt of a complete invoice.

Late Payment Fee: Late payments shall accrue interest at of the outstanding balance per month, or the maximum rate permitted by applicable law, whichever is less.

Term and Termination

Term Commencement Date:     Termination Date (if any):

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the intended termination date. Termination for material breach may be effected immediately following written notice and a day cure period if the breach is curable.

Confidentiality

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" means non-public business information disclosed in written, electronic or oral form 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.

The receiving party shall (i) protect such Confidential Information with at least the same degree of care it uses for its own confidential information, but not less than reasonable care; (ii) use Confidential Information solely for performance under this Agreement; and (iii) not disclose Confidential Information except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein. Exceptions include information that is publicly known, rightfully received from a third party without restriction, or independently developed without use of Confidential Information.

Intellectual Property

Unless otherwise agreed in a written statement of work, all pre-existing intellectual property of a party shall remain the sole property of that party. To the extent Proposer creates new intellectual property specifically arising from performance under this Agreement and paid for by Client (collectively, "Project IP"), Proposer hereby assigns to Client all right, title and interest in such Project IP upon full payment of fees due for the applicable deliverable, subject to Proposer's retained rights to use general skills, know-how and techniques not constituting Client's Confidential Information.

Representations, Warranties and Liability

Each party represents that it has authority to enter into this Agreement and that performance will comply with applicable laws. Proposer warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID TO PROPOSER UNDER THE APPLICABLE STATEMENT OF WORK.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties agree to attempt to resolve disputes in good faith by negotiation prior to commencing litigation; nothing herein prevents either party from seeking injunctive relief where appropriate.

Entire Agreement; Amendments

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

Miscellaneous

Notices shall be delivered to the addresses set forth above unless either party provides written notice of a change of address. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all assets.

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