Product Development Worksheet

PRODUCT DEVELOPMENT WORKSHEET

This Product Development Worksheet and Agreement (the "Agreement") is made effective as of Effective Date: by and between Client Name: and Developer Name: .

WHEREAS

WHEREAS, Client desires to develop a new product and requires technical design, prototyping, testing, and related services (collectively, the "Project"); and

WHEREAS, Developer represents that it has the technical capability, personnel, and resources to provide the Project services described herein; and

WHEREAS, the Parties wish to document the scope, deliverables, payment terms, timelines, confidentiality obligations, and ownership of work product in this Worksheet and Agreement.

SCOPE OF WORK

Deliverable Acceptance Criteria:

MILESTONES & TIMELINE

List major milestones, expected completion dates, and responsible party.

Due Date:   Responsible:

Due Date:   Responsible:

Due Date:   Responsible:

PAYMENT TERMS

Total Estimated Project Fee:

Invoicing Terms: Payment due within days of invoice receipt.

Late Fee: applied to overdue balances.

All fees are exclusive of taxes. Developer shall invoice Client in accordance with the schedule above; undisputed invoices not paid within the payment term accrue the stated late fee and interest to the fullest extent permitted by law.

TERM AND TERMINATION

Term Start Date:    Term End Date:

Either Party may terminate this Agreement for convenience upon written notice of days to the other Party. Termination for material breach is permitted where the breaching Party fails to cure within 15 days following written notice of breach. Upon termination, Client shall pay Developer for all work performed and reasonable wind-down costs incurred through the effective date of termination.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by either Party related to product design, specifications, business plans, pricing, prototypes, user data, and other material marked or reasonably understood to be confidential.

Obligations: Each Party shall (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) use Confidential Information only to perform its obligations under this Agreement; and (c) limit disclosure to employees, consultants, or subcontractors who have a need to know and are bound by confidentiality obligations no less restrictive than these.

Exceptions: Confidential Information does not include information that is publicly known, rightfully received from a third party without obligation, independently developed, or required to be disclosed by applicable law provided the disclosing Party is given prompt notice to seek protective relief.

Duration: Confidentiality obligations survive termination for years, except that trade secrets shall be protected for as long as they remain trade secrets.

INTELLECTUAL PROPERTY

Ownership of Deliverables: Unless otherwise agreed in writing below, all work product, deliverables, inventions, and materials created specifically for Client under this Agreement (the "Deliverables") shall be assigned to:

Client owns all Deliverables, with Developer assigning all right, title, and interest to Client upon final payment.

Joint ownership as negotiated in a separate written agreement.

Developer Background Technology: Developer retains ownership of its pre-existing tools, software, and methodologies (collectively, "Background Technology"). Developer grants Client a non-exclusive, non-transferable license to Background Technology only to the extent incorporated into Deliverables and necessary for Client's internal use.

ACCEPTANCE AND TESTING

CHANGE CONTROL

All changes to scope shall be managed through written Change Orders signed by authorized representatives. Change Order Fee (if any):

RISKS, ASSUMPTIONS & DEPENDENCIES

WARRANTIES AND LIMITATIONS

Developer warrants that the services will be performed in a professional manner consistent with industry standards. Except for the express warranty set forth herein, Developer disclaims all other warranties, express or implied, including merchantability and fitness for a particular purpose. Client's sole and exclusive remedy for breach of the warranty will be limited to correction of non-conforming work or, if Developer cannot correct within a reasonable period, refund of amounts paid for the non-conforming portion.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Worksheet and Agreement, including any referenced Change Orders and attachments signed by both Parties, constitutes the entire agreement between the Parties with respect to the Project and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both Parties.

NOTICES

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