Business DICE App

BUSINESS DICE APP

This Business Development and Services Agreement ("Agreement") is entered into as of by and between the parties set forth below.

WHEREAS

WHEREAS, Client desires to engage Developer to design, develop, integrate, and support a mobile and web application known as Business DICE App for the Client's internal and commercial use; and

WHEREAS, Developer represents that it possesses the technical skills, professional experience, and resources necessary to perform the services described in this Agreement and is willing to perform such services under the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the development, delivery, licensing, and maintenance of Business DICE App in a single integrated Agreement.

SCOPE OF WORK

Developer shall perform the services and deliverables described below. The parties agree that work will be performed in accordance with the functional specifications, milestones, and acceptance criteria set forth in this section and any attachments. Deliverables shall include code, documentation, deployment scripts, and training materials necessary for Client's use of Business DICE App.

PAYMENT TERMS

Client shall pay Developer the fees set forth below for services rendered and deliverables accepted. All payments are due in U.S. dollars unless otherwise agreed in writing.

All undisputed invoices not paid within the agreed payment term shall accrue interest at the rate specified above and Client shall reimburse Developer for reasonable collection costs, including legal fees, if any.

TERM AND TERMINATION

This Agreement commences on and, unless earlier terminated in accordance with this Agreement, continues until .

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate immediately for material breach that remains uncured for thirty (30) days after written notice of such breach. Upon termination, Client will pay Developer for all work performed and reasonable costs incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public technical, business, financial and other information disclosed by one party to the other, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential. Each party shall: (a) hold Confidential Information of the other party in strict confidence; (b) use such Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose such Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein.

Confidentiality obligations shall not apply to information that: (i) is or becomes public without breach of this Agreement; (ii) is lawfully received from a third party without restriction; (iii) is independently developed without use of the other party's Confidential Information; or (iv) is required to be disclosed by law or order, provided the receiving party gives prompt written notice and cooperates to seek protective relief.

Mutual confidentiality obligations apply
Unilateral — only Developer receives Confidential Information

INTELLECTUAL PROPERTY AND LICENSE

Unless otherwise agreed in writing, Developer retains ownership of Developer's pre-existing tools, libraries, and methodologies. Subject to Client's payment in full, Developer grants Client a non-exclusive, worldwide, perpetual license to use the delivered source code and executables for the purposes set forth in this Agreement. If Client requires assignment of all intellectual property rights, the parties shall specify consideration and terms in an executed amendment.

WARRANTIES; LIMITATION OF LIABILITY

Developer warrants that services will be performed in a professional manner consistent with industry standards for similar services. EXCEPT FOR THE FOREGOING, SERVICES ARE PROVIDED "AS IS" AND DEVELOPER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY SHALL NOT EXCEED THE TOTAL FEES PAID TO DEVELOPER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles. The parties agree that the state and federal courts located within that state will have exclusive jurisdiction over disputes arising out of this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any schedules, statements of work, and written amendments signed by both parties, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements and understandings. Any modification or amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Developer may assign to an affiliate or in connection with a merger or sale of substantially all its assets.

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