Partnership Proposal Template

PARTNERSHIP PROPOSAL TEMPLATE

Proposal Information

Proposal Title:

Parties

Recitals

WHEREAS, Party A is engaged in the business of providing certain products and services, and possesses operational capabilities, relationships, and resources relevant to the markets identified in this proposal;

WHEREAS, Party B possesses complementary expertise and wishes to collaborate with Party A to expand market reach and jointly perform the work described herein; and

WHEREAS, the parties desire to set forth the principal terms and conditions under which they will partner, allocate responsibilities, and share revenue, subject to a definitive partnership agreement.

Scope of Work

Payment Terms

Total Proposed Consideration:

Late Payment Charge: — Applied to outstanding amounts not paid within invoicing terms.

Term and Termination

Proposed Term Commencement Date:

Proposed Term Expiration Date:

Either party may terminate this proposal prior to execution of a definitive agreement by providing the notice set forth above. Termination shall not relieve either party of obligations accrued prior to termination, including payment for work performed.

Confidentiality

Each party acknowledges that, in connection with the evaluation and performance of the proposed partnership, it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical, financial, or other information disclosed in any form and identified as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Each party agrees to: (a) hold the other's Confidential Information in strict confidence; (b) use Confidential Information only for purposes of evaluating and performing this proposal; and (c) restrict disclosure to its employees and advisors on a need-to-know basis who are bound by confidentiality obligations at least as protective as those herein.

Confidentiality Duration: years from the date of disclosure, except for trade secrets which shall be protected for so long as they remain trade secrets under applicable law.

Intellectual Property & Deliverables

Unless otherwise agreed in a definitive agreement, intellectual property first conceived or reduced to practice solely by a party in the performance of the Scope of Work shall remain the property of the creating party. Jointly developed deliverables shall be owned as set forth in the definitive agreement or, absent such provision, by joint ownership with each party free to exploit its interest subject to obligations of confidentiality and any revenue sharing provisions agreed in writing.

Governing Law

This proposal and any disputes arising out of or in connection with it shall be governed by and construed in accordance with the laws of: . The parties agree that venue for any litigation shall be located in the courts of that jurisdiction unless otherwise mutually agreed.

Representations & Warranties

Each party represents and warrants that it has the full corporate or organizational power and authority to enter into this proposal and to perform its obligations hereunder, that entering into this proposal does not violate any agreement with a third party, and that to its knowledge no pending litigation would materially impair its ability to perform under the proposed partnership.

Entire Agreement

This proposal constitutes the full and complete statement of the parties' current proposal regarding the subject matter hereof and supersedes all prior proposals, understandings, and negotiations, whether written or oral, except that a definitive partnership agreement, if executed, shall supersede this document to the extent it addresses the same subject matter.

Acceptance

To accept this proposal and proceed to drafting a definitive agreement, please sign below. Signature below indicates agreement to the terms set forth in this Partnership Proposal Template and an intention to negotiate and execute a definitive, written partnership agreement consistent with these terms.

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