Mobile Solutions Proposal

MOBILE SOLUTIONS PROPOSAL

WHEREAS

WHEREAS, Client Name: desires to retain the services of Service Provider Name: to perform mobile application development and related professional services for Project Name: .

WHEREAS, Service Provider represents that it possesses the necessary technical expertise, personnel and resources to perform the services described in this Proposal in a professional and workmanlike manner and in accordance with industry standards.

WHEREAS, the parties desire to set forth the scope, terms of payment, timeline and other material terms governing the engagement effective as of Effective Date: .

SCOPE OF WORK

Service Provider will perform the following services and deliverables for the Project. Deliverables and acceptance criteria shall be set forth in writing and confirmed by the parties in accordance with the schedule below.

PAYMENT TERMS

Fees for the services described herein shall be as set forth below. All amounts are in U.S. dollars unless otherwise indicated.

Invoices are due within days of receipt. Late payments shall accrue interest at % per month (or the maximum permitted by law), plus reasonable collection costs. Service Provider may suspend work for payments more than days overdue.

Client will reimburse pre-approved reasonable expenses incurred by Service Provider. Estimated expenses: . Reimbursement requires submission of receipts with invoices.

TERM AND TERMINATION

Term: This Proposal commences on Start Date: and continues until End Date: or until completion of the services, unless earlier terminated as provided herein.

Either party may terminate this Proposal for convenience upon days' prior written notice. Either party may terminate immediately for material breach that remains uncured after 15 days' written notice. Upon termination, Client will pay Service Provider for all work performed and non-cancellable commitments made through the effective date of termination.

CONFIDENTIALITY

Each party (the "Receiving Party") will hold in confidence and will not use or disclose any Confidential Information of the other party (the "Disclosing Party") except as necessary to perform obligations under this Proposal. "Confidential Information" includes non-public business, technical, financial and product information, but does not include information that: (a) is or becomes generally available to the public other than by breach of this obligation; (b) was rightfully known by the Receiving Party prior to disclosure; (c) is independently developed without use of Confidential Information; or (d) is rightfully obtained from a third party without breach of any obligation of confidentiality.

Upon termination or request, the Receiving Party shall return or destroy Confidential Information and certify such return or destruction. Confidentiality obligations survive termination for a period of three (3) years, except that trade secrets remain protected for as long as they qualify as trade secrets.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, upon full and final payment, Service Provider assigns to Client all right, title and interest in the final deliverables specifically created for the Project ("Deliverables"). Service Provider retains ownership of pre-existing tools, libraries, templates and general skills, ideas and know-how used to perform the services. Service Provider grants Client a perpetual, worldwide license to any Service Provider retained materials that are embedded in the Deliverables to the extent necessary for Client's use of the Deliverables.

WARRANTIES, LIMITATIONS AND INDEMNITY

Service Provider warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

To the maximum extent permitted by law, Service Provider's aggregate liability arising out of or related to this Proposal will not exceed the total fees actually paid by Client to Service Provider under this Proposal. Neither party will be liable for consequential, incidental or punitive damages. Each party will indemnify and hold harmless the other from claims arising from the indemnifying party's gross negligence or willful misconduct.

GOVERNING LAW

This Proposal will 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 courts located in that state for disputes arising out of this Proposal.

ENTIRE AGREEMENT

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

NOTICES

By signing below, the parties acknowledge that they have read and understood this Proposal and agree to be bound by its terms.

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