Suggestion Document Template

SUGGESTION DOCUMENT TEMPLATE

Effective Date: .

RECITALS

WHEREAS, Client is engaged in the operation and development of its business and desires to solicit and evaluate operational, product, or process suggestions that may improve the performance, efficiency, or profitability of Client's business; and

WHEREAS, Service Provider has developed or will develop one or more suggestions, concepts, proposals, or recommendations which may be presented to Client (collectively, the "Suggestions"), and Service Provider is willing to provide such Suggestions to Client under the terms and conditions set forth herein.

WHEREAS, the parties wish to define the scope, compensation, confidentiality, ownership, and other terms applicable to the receipt and evaluation of Suggestions.

SCOPE OF WORK

Service Provider shall prepare and deliver Suggestions describing improvements, modifications, strategies, or innovations as further detailed below. The Suggestions shall include any supporting analysis, prototypes, drawings, written descriptions, cost estimates, and implementation steps reasonably necessary for Client's evaluation.

PAYMENT TERMS

As consideration for the delivery and grant of rights described in this Agreement, Client shall pay Service Provider the amounts and in the schedule set forth below. All payments are subject to the terms stated herein.

Invoices issued by Service Provider shall be payable within days of receipt. Overdue amounts shall incur a late fee of on the unpaid balance, compounded monthly, or the maximum permitted by applicable law, whichever is less.

All payments are exclusive of taxes. Client shall be responsible for any taxes imposed on payments, except taxes based on Service Provider's net income.

TERM AND TERMINATION

This Agreement shall commence on the Start Date and shall continue in effect until the End Date or until terminated as provided herein.

Start Date: . End Date: .

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of obligations to pay for Suggestions delivered prior to termination.

Survival: Sections addressing ownership, confidentiality, payment, indemnification, and governing law shall survive termination or expiration of this Agreement.

CONFIDENTIALITY

The parties acknowledge that during the course of performance each party may receive or have access to confidential or proprietary information of the other party ("Confidential Information"). Confidential Information shall include, without limitation, business plans, financial data, technical data, and the Suggestions themselves if designated in writing as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Each party agrees to (a) maintain the confidentiality of the other's Confidential Information using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information only to evaluate or perform under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, agents, or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as this Agreement.

Service Provider asserts that the submitted Suggestion contains Confidential Information and requests protection under this Agreement.

Exceptions: Confidential Information shall not include information that (i) is or becomes generally available to the public through no fault of the receiving party; (ii) was in the receiving party's possession prior to receipt from the disclosing party; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

OWNERSHIP AND LICENSE

Unless otherwise agreed in writing, Service Provider retains ownership of pre-existing intellectual property and of the underlying ideas in Suggestions. Upon full payment of amounts due hereunder, Service Provider grants Client a perpetual, non-exclusive, transferable license to use the delivered Suggestion for Client's internal business purposes. Nothing in this Agreement shall be deemed to transfer any patents, copyrights, or moral rights not expressly assigned in writing.

WARRANTIES, INDEMNITY AND LIMITATION OF LIABILITY

Service Provider warrants that to the best of its knowledge the Suggestions do not infringe any third-party intellectual property rights. Service Provider shall indemnify and hold Client harmless from third-party claims arising from Service Provider's breach of this warranty. EXCEPT FOR THE FOREGOING WARRANTY AND INDEMNITY, THE SUGGESTIONS ARE PROVIDED "AS IS" AND NEITHER PARTY MAKES ANY OTHER EXPRESS OR IMPLIED WARRANTIES. IN NO EVENT SHALL EITHER PARTY'S LIABILITY EXCEED THE TOTAL PAYMENTS PAID UNDER THIS AGREEMENT.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties will attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior executives. If unresolved within sixty (60) days, either party may pursue any remedy available at law or in equity in the courts of the governing state.

ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification of this Agreement must be made in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Client may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. Notices under this Agreement shall be in writing and deemed given when delivered by hand, overnight courier, or certified mail to the addresses provided by the parties.

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