Business Feature Template

BUSINESS FEATURE TEMPLATE

Parties and Effective Date

Effective Date:

WHEREAS (Recitals)

WHEREAS, Client seeks to define, develop, and deploy a business feature that will extend Client's product capabilities and improve specified user outcomes; and

WHEREAS, Provider possesses the experience, personnel, and technical capabilities to design, implement, and deliver the described business feature under the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth the scope, deliverables, schedule, compensation, and the terms governing ownership, confidentiality, and termination of the work to be performed.

Scope of Work

Provider will perform the services necessary to deliver the feature described below. The work will conform to the acceptance criteria and deliverable schedule set forth in this document.

Deliverables and Schedule

The parties agree the following deliverables shall be produced, delivered, and accepted according to the schedule below.

Due Date:

Due Date:

Due Date:

Payment Terms

Client shall pay Provider the total fee set forth below in consideration for the services and deliverables provided under this Agreement. All amounts are payable in U.S. dollars unless otherwise agreed in writing.

Late Payment: If any invoiced amount is not received by Provider within days after the invoice due date, Client will pay a late fee equal to % of the overdue amount per month, or the maximum permitted by law, whichever is less.

Term and Termination

This Agreement commences on the Effective Date and continues until completion of the Deliverables or 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 convenience upon days' prior written notice to the other party. Termination for material breach is effective upon written notice if the breach is not cured within days after receipt of notice describing the breach.

Confidentiality

"Confidential Information" means non-public business, technical, and financial information disclosed by one party to the other in any form. Each party shall: (a) hold Confidential Information in strict confidence; (b) use such information only to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to personnel who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that is or becomes publicly available without breach, is rightfully received from a third party without restriction, or is independently developed without use of the other party's Confidential Information.

Intellectual Property

Unless otherwise agreed in writing, Provider assigns to Client all right, title, and interest in and to original deliverables created specifically for Client under this Agreement, including all copyrights and related intellectual property rights. Provider retains ownership of Provider's pre-existing tools, libraries, know-how, and general skills used to perform the work; Client receives a non-exclusive, perpetual license to any such residual materials to the extent incorporated into the deliverables.

Representations; Warranties; Liability

Each party represents that it has the authority to enter this Agreement. Provider warrants that deliverables will materially conform to the accepted acceptance criteria for a period of days following delivery. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, AND LIABILITY FOR DIRECT DAMAGES SHALL BE LIMITED TO AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE CLAIM, EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.

Change Control

Any requested changes to the Scope of Work shall be documented in a written change order signed by authorized representatives of both parties. The change order shall specify adjustments to scope, schedule, fees, and acceptance criteria.

Independent Contractor

Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the parties. Provider is responsible for all taxes and withholdings relating to its performance.

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.

Notices

Entire Agreement; Amendments

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous proposals, negotiations, representations, and agreements, whether written or oral. No amendment or modification is binding unless made in writing and signed by authorized representatives of both parties.

Survival

Provisions that by their nature should survive termination or expiration of this Agreement, including but not limited to Confidentiality, Intellectual Property, Governing Law, and Limitations of Liability, shall survive.

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