Project Proposal Agreement

Project Proposal Agreement

Client Name:    Contractor Name:

Proposal Date:    Project Reference:

Recitals

WHEREAS, Client desires to obtain certain services and deliverables described in this Agreement and the Contractor possesses the experience, personnel, and resources necessary to perform the tasks set forth herein; and

WHEREAS, Contractor has provided to Client a written proposal setting forth the scope, timeline, and fees for the Project and the parties wish to memorialize their agreement on the terms and conditions contained in this document.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

Scope of Work

Deliverables shall include the items and milestones specifically set forth in the Scope of Work. Contractor shall perform the services in a professional manner consistent with industry standards and shall use qualified personnel. Any material change to the Scope of Work shall require prior written approval by both parties in the form of a signed change order specifying adjustments to fees and schedule.

Payment Terms

A deposit of shall be due upon execution of this Agreement and applied against the Total Fee. Subsequent milestone payments shall be invoiced in accordance with the Payment Schedule above.

Late Payment: Unpaid amounts will accrue interest at a rate of (or the maximum permitted by law, if lower). Client shall also be responsible for reasonable collection costs and attorney fees for overdue balances.

Term and Termination

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

Upon termination, Contractor shall deliver to Client all completed work and work in progress for which Client has paid. Client shall pay Contractor for all services performed and reasonable costs incurred through the effective date of termination.

Confidentiality

"Confidential Information" means any non-public information disclosed by one party to the other in connection with this Agreement, whether disclosed orally, visually, in writing, or electronically, that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information excludes information that: (a) is or becomes publicly known through no breach by the receiving party; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is rightfully received from a third party free of any obligation of confidentiality; or (d) is independently developed by the receiving party without the use of Confidential Information.

Each party agrees to (i) maintain the other party's Confidential Information in strict confidence, (ii) not use such Confidential Information except as necessary to perform obligations under this Agreement, and (iii) not disclose such Confidential Information to third parties except to those employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein. The confidentiality obligations shall survive termination of this Agreement for a period of years.

Intellectual Property

Unless otherwise agreed in writing, Contractor retains ownership of all pre-existing intellectual property and tools, methods, and know-how used to perform the services. Subject to Client's timely payment of all amounts due, Contractor assigns to Client all right, title, and interest in deliverables specifically created for Client under this Agreement. Contractor agrees to execute any documents reasonably necessary to effectuate such assignment.

Indemnification and Limitation of Liability

Each party shall indemnify, defend, and hold harmless the other party from and against third-party claims arising from its gross negligence or willful misconduct in connection with this Agreement. Except for a party's indemnification obligations or liability for gross negligence or willful misconduct, neither party's aggregate liability for any claim arising out of this Agreement shall exceed the fees paid or payable by Client to Contractor under this Agreement in the six (6) months preceding the claim.

Governing Law

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 submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes.

Entire Agreement

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous communications, understandings, and proposals, whether oral or written. Any modification or waiver of any provision of this Agreement must be in writing and signed by both parties.

Execution

The parties acknowledge that they have read and understand this Agreement, and that the individuals signing below are authorized to bind their respective parties.

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