Soundcell Business Proposal

SOUNDCELL BUSINESS PROPOSAL

Service Provider:    Client Name:

Proposal Date:    Effective Date:

Recitals

WHEREAS, Service Provider is engaged in the business of providing audio technology services, product development, and related consulting and desires to furnish certain services to Client under the terms set forth herein;

WHEREAS, Client desires to retain Service Provider to perform the services described in this Proposal and agrees to compensate Service Provider in accordance with the Payment Terms set forth below; and

WHEREAS, the parties intend that this Proposal, upon execution, shall constitute a binding agreement describing the scope, deliverables, fees, and terms of engagement.

Scope of Work

Payment Terms

Total Fee:

Deposit Required:    Invoicing Frequency:

Late Payment Fee:

Client will reimburse reasonable, pre-approved out-of-pocket expenses. Pre-approval required: Yes

Term and Termination

Term Commencement Date:    Term Expiration Date:

Either party may terminate for convenience upon written notice to the other party provided at least days' prior notice.

Confidentiality

Each party agrees that all non-public information designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances (the "Confidential Information") shall be held in confidence and not disclosed to third parties without prior written consent. Confidential Information excludes information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully in the receiving party's possession prior to receipt from the disclosing party; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law or valid court order, in which case the receiving party shall give prompt notice to permit the disclosing party to seek protective relief.

Confidentiality Obligation Duration:

Ownership and Intellectual Property

Except as otherwise agreed in writing, Service Provider retains ownership of all pre-existing intellectual property and tools. Work product specifically created for Client pursuant to this Proposal, and paid for in full, shall be assigned to Client, subject to Service Provider's retained rights in underlying technology, methodologies, or general know-how. Any license granted shall be non-exclusive, worldwide, and limited to the purpose described in this Proposal unless otherwise specified in writing.

Warranties; Limitation of Liability

Service Provider warrants that services will be performed with reasonable skill and care. EXCEPT FOR THE FOREGOING, SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS PROPOSAL DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Governing Law

This Proposal and any dispute arising out of or relating to it shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

Entire Agreement

This Proposal, together with any attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Independent Contractor: Service Provider is an independent contractor and not an employee, agent, or partner of Client. Neither party may assign this Agreement without the other party's prior written consent, except that Service Provider may assign to an affiliate or successor in connection with a sale of substantially all assets or equity.

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