Business Additional Modules

BUSINESS ADDITIONAL MODULES

Parties

WHEREAS, Service Provider is engaged in the business of developing, licensing, integrating and supporting software modules and related professional services; and

WHEREAS, Client desires to obtain one or more additional software modules and related services from Service Provider on the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants herein, the parties agree as follows. Effective Date:

Scope of Work

Service Provider shall deliver, configure and, where applicable, integrate the selected Additional Modules described below and perform professional services as set forth in the Scope of Work. The scope includes module delivery, installation, reasonable configuration, and up to the number of training hours set forth in the selected module description. Any additional work outside this scope will require a written change order executed by both parties.

Additional Modules — Selection and Fees

The following modules are available for purchase under this Agreement. Select the desired modules and specify the fee for each selected item. Fees are exclusive of applicable taxes unless expressly stated.

Inventory Integration Module — real-time inventory sync, SKU mapping. Fee: $

Advanced Analytics Module — dashboards, scheduled reports. Fee: $

CRM Integration Module — contact sync, lead pipelines. Fee: $

Custom Module — bespoke feature set. Estimated Fee: $

Payment Terms

Client shall pay Service Provider the fees for the selected modules in accordance with the following terms. All amounts are payable in United States dollars unless otherwise agreed in writing.

Late payments shall accrue interest at % per month or the maximum rate permitted by law, whichever is less. A minimum late fee of $ may be applied for each delinquent invoice.

All invoices are due in accordance with the Payment Due field above. Service Provider may suspend delivery or support for overdue accounts upon providing notice to Client and shall be entitled to recover collection costs and reasonable attorneys' fees.

Term and Termination

This Agreement shall commence on the Effective Date and remain in force until the End Date set forth below unless earlier terminated in accordance with this Section.

Start Date:

End Date:

Either party may terminate this Agreement for material breach of its terms by the other party if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. In addition, either party may terminate for convenience upon days' prior written notice.

Upon termination, Client shall pay Service Provider for all work performed and reimbursable expenses incurred through the effective date of termination. Sections concerning confidentiality, indemnity, limitations of liability and payment of outstanding fees shall survive termination.

Agreement will automatically renew for successive periods of the same duration unless either party provides notice of non-renewal no fewer than days prior to the then-current term expiration.

Confidentiality

Each party (the "Receiving Party") shall keep confidential and not disclose to any third party any Confidential Information of the other party (the "Disclosing Party"), except as required to perform obligations under this Agreement. Confidential Information includes non-public information relating to business plans, software, designs, pricing, trade secrets, and customer data. Confidential Information does not include information that is or becomes generally available to the public through no fault of the Receiving Party or is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall use at least the same degree of care to protect the Disclosing Party's Confidential Information as it uses to protect its own confidential information, but no less than reasonable care. The confidentiality obligations in this Section shall survive termination for a period of years.

Indemnity and Limitation of Liability

Each party agrees to indemnify, defend and hold the other harmless from and against any third-party claims arising out of its gross negligence, willful misconduct, or material breach of this Agreement. Except for liability arising from a party's gross negligence, willful misconduct or indemnification obligations, neither party's aggregate liability for claims arising under this Agreement shall exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) month period 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 its conflicts of law rules. The parties hereby submit to the exclusive jurisdiction of the federal and state courts located in for purposes of any action arising out of or relating to this Agreement.

Entire Agreement and Miscellaneous

This Agreement, including any Statements of Work and attachments executed hereunder, 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 written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided that the assignee assumes the assigning party's obligations hereunder.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be interpreted to give effect to the parties' intent to the maximum extent permitted by law.

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