Business App Progressive

BUSINESS APP PROGRESSIVE

This Business App Progressive Agreement (the Agreement) is entered into by and between Client Name: with principal address at , and Provider Name: with principal address at . Effective Date:

WHEREAS

WHEREAS, Client desires to engage Provider to design, develop, test and deploy a progressive delivery Business Application (the Project) as described below, and Provider has the technical capability and agrees to perform such services under the terms set forth in this Agreement.

WHEREAS, the parties intend that development and delivery occur in progressive phases with defined milestones, acceptance criteria and payment tied to completion of each milestone, to reduce delivery risk and allow iterative refinement.

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the Project, payment, confidentiality and termination.

PROJECT IDENTIFICATION

SCOPE OF WORK

Provider shall perform progressive design, development, integration, testing, documentation and deployment services for the Project in phases (each a Milestone). Each Milestone shall include deliverables, acceptance criteria and a payment amount as set forth in the Payment Terms. Provider shall perform services in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

Total Contract Amount: $ . Payments shall be made according to the following milestone schedule and subject to the acceptance provisions below.

Invoicing and Payment: Provider shall submit an invoice upon completion of each Milestone. Client shall pay undisputed amounts within days of receipt of invoice. Disputed items must be notified in writing within ten (10) days of invoice receipt and will not relieve Client of its obligation to pay undisputed amounts.

Late Payment: Any undisputed amount not paid when due shall accrue interest at the lesser of % per month or the maximum rate permitted by law. Client shall also reimburse Provider for reasonable collection costs and attorneys' fees incurred to collect overdue amounts.

ACCEPTANCE

Acceptance of Milestone Deliverables shall occur upon Client's written acknowledgment that the deliverable satisfies the agreed acceptance criteria or upon Client's failure to provide a written rejection with specific, demonstrable defects within ten (10) business days of delivery. If Client rejects a deliverable, Provider shall correct defects at no additional charge and resubmit for acceptance.

TERM AND TERMINATION

Term: This Agreement commences on the Start Date: and will continue until the End Date: or until all obligations are satisfied, unless earlier terminated in accordance with this Section.

Termination for Cause: Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Termination for Convenience: Client may terminate for convenience upon written notice to Provider subject to payment for all work performed and reasonable demobilization costs incurred by Provider through the effective date of termination.

CONFIDENTIALITY

Definition: "Confidential Information" means nonpublic information disclosed by a party (Disclosing Party) to the other (Receiving Party) in any form and identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including trade secrets, business plans, software source code, technical designs, user data and pricing.

Obligations: Receiving Party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care, and (c) not disclose Confidential Information to third parties except to its employees, contractors and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Exceptions: Confidential Information does not include information that: (i) is or becomes generally available to the public other than by a breach of this Agreement; (ii) was known to Receiving Party prior to disclosure without restriction; (iii) is independently developed by Receiving Party without reference to the Disclosing Party's Confidential Information; or (iv) is lawfully obtained from a third party without restriction.

Duration: Confidentiality obligations shall survive for a period of three (3) years following termination or expiration of this Agreement, provided that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY

Ownership: Subject to Client's payment in full, Provider assigns to Client all right, title and interest in and to deliverables specifically developed for Client under this Agreement (Deliverables), including related copyrights and other IP rights. Provider retains ownership of Provider's pre-existing tools, libraries, templates, and general know-how (Provider IP). To the extent any Provider IP is incorporated in Deliverables, Provider grants Client a perpetual, irrevocable, worldwide, royalty-free license to use such Provider IP as included in the Deliverables.

WARRANTY AND LIMITATION OF LIABILITY

Warranty: Provider warrants that the Deliverables will materially conform to the specifications set forth for a period of sixty (60) days after acceptance. Provider's sole obligation during the warranty period shall be to correct defects at no additional charge. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability: IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE. THE AGGREGATE LIABILITY OF PROVIDER ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) 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 its conflicts of law principles. Venue for any dispute shall be in a federal or state court of competent jurisdiction located in that state.

ENTIRE AGREEMENT; AMENDMENTS

This Agreement (including all exhibits and statements of work incorporated herein) constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings and communications. Any amendment must be 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 either party may assign this Agreement in connection with a merger, sale of substantially all assets or change of control provided the assignee assumes all obligations hereunder.

Notices shall be sent to the addresses set forth above and shall be effective upon receipt. If any provision of this Agreement is found to be invalid or unenforceable, the remainder of the Agreement shall continue in full force and effect.

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