Business Module Development

BUSINESS MODULE DEVELOPMENT AGREEMENT

This Business Module Development Agreement ("Agreement") is entered into by and between Developer Name: and Client Name: (each a "Party" and collectively the "Parties") as of the Effective Date set forth below.

RECITALS

WHEREAS, Developer possesses professional expertise in designing and delivering software modules, integrations and related technical services; and

WHEREAS, Client desires to retain Developer to design, develop and deliver a business module described in this Agreement for the Client's internal business operations, and Developer is willing to perform such services under the terms and conditions set forth herein.

WHEREAS, the Parties intend that the module developed pursuant to this Agreement will be delivered as a compiled, deployable and documented component together with any agreed source code and related materials as specified in the Scope of Work.

SCOPE OF WORK

Developer will design, develop, test and deliver the business module described below and any associated documentation, deliverables and installation instructions. Deliverables shall conform to the functional and technical specifications set forth in the Scope of Work field and any schedules set forth in this Agreement.

PAYMENT TERMS

Client shall pay Developer for services and deliverables according to the following terms. All fees are payable in United States dollars unless otherwise agreed in writing.

All undisputed amounts not paid when due shall accrue interest at the rate set forth above and Client shall reimburse Developer for reasonable costs of collection, including attorneys' fees, for overdue payments.

TERM AND TERMINATION

This Agreement commences on the Effective Date and continues until the completion of the Services or termination in accordance with this Section.

Either Party may terminate this Agreement for material breach if the other Party fails to cure such breach within the cure period set forth in the notice delivered to the breaching Party. Termination shall not relieve Client of the obligation to pay for Work completed and accepted prior to termination.

CONFIDENTIALITY

Each Party shall treat as Confidential Information all non-public information disclosed by the other Party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information shall not include information that is or becomes publicly available other than by breach of this Agreement or that is independently developed without use of the other Party's Confidential Information.

Upon termination or expiration of this Agreement, each Party shall promptly return or destroy Confidential Information of the other Party as directed in writing, except that Developer may retain archival copies as required for records and compliance.

INTELLECTUAL PROPERTY; LICENSES

Developer agrees that all deliverables conceived, developed or reduced to practice by Developer specifically for Client under this Agreement (the "Work Product") shall be considered work made for hire and, to the extent ownership does not automatically vest in Client, Developer hereby assigns and transfers to Client all right, title and interest in and to such Work Product, including all copyrights and other intellectual property rights, upon payment in full of fees due for such Work Product.

Developer shall retain ownership of Developer's general know-how, tools, libraries and methodologies not specifically developed for Client hereunder, provided that Developer grants Client a perpetual, transferable, worldwide, royalty-free license to any of Developer's pre-existing components embedded in the Work Product to the extent necessary for Client's use of the Work Product.

WARRANTIES; LIMITATION OF LIABILITY

Developer warrants that the deliverables shall materially conform to the accepted specifications for a period of thirty (30) days following acceptance. Client's sole and exclusive remedy for breach of this warranty shall be re-performance of the non-conforming services or, if Developer cannot substantially correct such non-conformity within a reasonable time, termination of that portion of the Agreement and refund of fees paid for the non-conforming work.

EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, THE SERVICES ARE PROVIDED "AS IS" AND DEVELOPER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO DEVELOPER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM; NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of law principles.

ENTIRE AGREEMENT

This Agreement, together with any exhibits, statements of work and schedules incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. No amendment shall be effective unless in writing and signed by both Parties.

MISCELLANEOUS PROVISIONS

Relationship of the Parties: Developer is an independent contractor and not an employee, agent or partner of Client. Neither Party may assign this Agreement without the other Party's prior written consent, except that Client may assign to an affiliate or successor in connection with a merger or sale of substantially all assets.

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