Website Simulator Proposal

WEBSITE SIMULATOR PROPOSAL

Proposal Date:

Parties

Recitals

WHEREAS, Provider is engaged in the business of designing and developing interactive web-based simulation tools and related media; and

WHEREAS, Client desires to retain Provider to deliver a website simulator configured to replicate specified user journeys, interactive scenarios, and demonstration data for evaluation and training purposes, and Provider is willing to provide such services pursuant to the terms of this Proposal and Agreement.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows.

Project Identification

Scope of Work

Provider shall design, develop, test and deliver a website simulator (the "Simulator") in accordance with the specifications and deliverables described below. Provider's obligations include creation of interactive scenarios, UI mockups, data seeding for demonstration, administrative controls for scenario management, and documentation necessary for Client testing and training.

Payment Terms

Total Fee: $ . The Total Fee covers all work expressly set forth in the Scope of Work. Any work outside the Scope of Work will be treated as a change order and billed pursuant to the Change Orders section below.

Invoicing and Payment Terms: Provider will invoice Client in accordance with the Payment Schedule. Client shall pay each undisputed invoice within days of receipt. Past due amounts shall accrue interest at per month or the maximum rate permitted by law, whichever is less.

Term and Termination

This Agreement commences on the Start Date set forth below and continues until completion of the Services or the End Date, unless earlier terminated in accordance with this Agreement.

Start Date:     End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for material breach that remains uncured for 15 days after written notice. Upon termination, Client shall pay Provider for all Work performed and documented expenses incurred through the effective date of termination.

Confidentiality

Each party agrees to hold Confidential Information of the other party in strict confidence and to use such Confidential Information only to perform obligations under this Agreement. Confidential Information includes non-public business, technical and financial information marked or reasonably understood to be confidential. Confidential Information does not include information that is (i) already known to the recipient without obligation of confidentiality, (ii) publicly available through no breach by the recipient, (iii) rightfully received from a third party without restrictions, or (iv) independently developed without use of the disclosing party's Confidential Information.

Each party shall implement reasonable technical and organizational measures to protect Confidential Information. Disclosure required by law is permitted if the recipient provides prompt notice to the disclosing party and cooperates in seeking a protective order or other appropriate remedy.

Intellectual Property

Subject to Client's full payment of all fees due under this Agreement, Provider assigns to Client all right, title and interest in and to the final deliverables specifically prepared for Client under this Agreement. Provider retains all rights in its pre-existing tools, libraries, algorithms and generic code that are not unique to the deliverables. If any deliverable incorporates Provider's pre-existing materials, Provider grants Client a non-exclusive, perpetual, worldwide license to use those pre-existing materials solely as embedded in the deliverable.

Change Orders

Any change to the Scope of Work must be documented in a written change order signed by both parties. The change order shall describe the modification, impact on fees, and schedule. Provider shall not be obligated to perform changed work until a change order has been executed.

Warranties; Limitation of Liability

Provider warrants that the services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND 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 AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT, EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in that jurisdiction for any dispute arising under this Agreement.

Entire Agreement

This Proposal, when signed by both parties, together with any executed change orders, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. No amendment shall be effective unless in writing and signed by both parties.

Acceptance

By signing below, the undersigned representatives of Provider and Client acknowledge that they have the authority to bind their respective parties and accept the terms, scope, schedule and fees set forth in this Proposal.

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