Business Modules Agreement

BUSINESS MODULES AGREEMENT

This Business Modules Agreement ("Agreement") is entered into as of between (Provider) and (Client). Provider and Client are each a "Party" and together the "Parties".

RECITALS

WHEREAS, Provider develops, customizes and supplies modular business software components, templates, and related deliverables (the "Modules"); and

WHEREAS, Client desires to engage Provider to deliver one or more Modules and Provider is willing to deliver such Modules pursuant to the terms and conditions set forth in this Agreement.

WHEREAS, the Parties intend for this Agreement to define the scope, fees, schedules, confidentiality and other rights and obligations applicable to Module delivery and use.

SCOPE OF WORK

Provider will develop, configure and deliver the Modules described below. Specific deliverables, acceptance criteria, milestones and any integration responsibilities are set forth in the box below or as otherwise agreed in writing.

PAYMENT TERMS

Client shall pay Provider fees in consideration for the Modules and related services as set out below. All fees are exclusive of taxes unless otherwise stated.

Unless otherwise agreed in writing, Provider may suspend performance if Client fails to pay undisputed fees within days after written notice of nonpayment.

TERM AND TERMINATION

This Agreement commences on the Start Date and, unless earlier terminated as provided herein, continues until the End Date.

Start Date:     End Date:

Either Party may terminate this Agreement for material breach by the other Party if the breach remains uncured for days after receipt of written notice specifying the breach. Either Party may terminate for convenience upon days' prior written notice.

Termination shall not relieve Client of the obligation to pay for Modules delivered and accepted prior to the effective date of termination. Sections concerning confidentiality, indemnity, limitation of liability and survival shall survive termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by a Party that is identified as confidential or which a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes business plans, pricing, technical designs, source code, customer lists and Module specifications.

Each Party agrees: (a) to hold the other Party's Confidential Information in strict confidence; (b) not to use Confidential Information except to perform its obligations under this Agreement; and (c) not to disclose 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 at least as protective as those herein. The foregoing obligations do not apply to information that: (i) is or becomes public through no breach of this Agreement; (ii) was rightfully in the receiving Party's possession prior to disclosure; (iii) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information; or (iv) is required to be disclosed by law, provided the disclosing Party is given prompt notice to seek protective relief.

Breach of this Section would cause irreparable harm for which monetary damages may be insufficient; therefore, the disclosing Party is entitled to seek equitable relief, including injunctive relief, in addition to any other remedies.

INTELLECTUAL PROPERTY AND LICENSE

Provider retains all right, title and interest in and to any pre-existing intellectual property and the Modules developed hereunder, including improvements, modifications and derivatives, except where the Parties expressly agree in writing to a different allocation of rights. Provider grants Client a non-exclusive, non-transferable license to use delivered Modules solely for Client's internal business purposes, subject to payment of all fees and compliance with this Agreement.

WARRANTIES; LIMITATION OF LIABILITY

Provider warrants that it will perform services in a professional manner consistent with industry standards. Except as expressly set forth herein, Provider disclaims all other warranties, express or implied, including merchantability and fitness for a particular purpose. In no event shall either Party be liable for consequential, incidental, special or punitive damages. Each Party's aggregate liability for direct damages arising from or related to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) months preceding the claim.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles. The Parties shall attempt in good faith to resolve disputes amicably prior to initiating litigation. If litigation is necessary, it shall be brought in the federal or state courts located in the selected jurisdiction.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any attachments or statements of work executed by the Parties, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior discussions, negotiations and agreements. No amendment or modification shall be binding unless made in writing and signed by authorized representatives of both Parties.

MISCELLANEOUS

Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its assets. If any provision of this Agreement is found invalid or unenforceable, the remainder shall remain in full force and effect.

SIGNATURES

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