Business Plugin Request

BUSINESS PLUGIN REQUEST AND SERVICES AGREEMENT

This Business Plugin Request and Services Agreement ("Agreement") is entered into by and between: Requesting Party: and Service Provider: . Effective Date:

WHEREAS

WHEREAS, Requesting Party desires the design, development, configuration and delivery of a software plugin to extend Requesting Party's business platform in accordance with the specifications set forth herein; and

WHEREAS, Service Provider represents that it possesses the necessary expertise, personnel and resources to develop, deliver and, where applicable, support such plugin and related services under the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. PLUGIN IDENTIFICATION

Plugin Name:

2. SCOPE OF WORK

Service Provider shall perform the design, development, testing, documentation and delivery of the plugin in accordance with the technical requirements and acceptance criteria set forth below. The Scope of Work includes integration with indicated platform(s), configuration, and one round of reasonable revisions following initial delivery.

3. PAYMENT TERMS

Requesting Party shall pay Service Provider as follows:

Late Payment: Unpaid amounts shall incur a late fee equal to percent per month or the maximum permitted by law, whichever is less. All payments are due in the currency specified and are exclusive of any sales, use or value-added taxes for which Requesting Party is responsible unless otherwise agreed in writing.

4. TERM AND TERMINATION

Term: This Agreement commences on the Start Date and continues until the End Date unless earlier terminated pursuant to this Section. Start Date: End Date:

Either party may terminate this Agreement for cause if the other party materially breaches any obligation and fails to cure such breach within days after receipt of written notice. Termination shall not relieve Requesting Party of its obligation to pay for work performed and expenses incurred prior to termination.

5. CONFIDENTIALITY

Each party shall hold in confidence and not disclose the other party's Confidential Information. Confidential Information includes non-public business and technical information disclosed in connection with this Agreement, but does not include information that (a) is or becomes generally known through no wrongful act; (b) is rightfully received from a third party without restriction; or (c) is independently developed without use of the other party's Confidential Information.

The obligations in this Section shall survive termination or expiration of this Agreement for a period of years.

6. INTELLECTUAL PROPERTY; LICENSES

Ownership: Unless otherwise agreed in writing, Service Provider shall retain ownership of pre-existing tools, libraries and processes. Upon receipt of full payment for the custom plugin components specified in the Scope of Work, Service Provider assigns to Requesting Party all right, title and interest in the custom source code and deliverables specifically developed for Requesting Party; provided, however, that Service Provider retains a non-exclusive, worldwide, royalty-free license to use general techniques, ideas and know-how developed during performance.

Third-Party Components: The parties acknowledge that the plugin may include third-party or open-source components subject to their own license terms. Service Provider shall identify any such components and their associated license obligations in the delivered documentation.

7. WARRANTIES; LIMITATION OF LIABILITY

Service Provider warrants that the services will be performed in a professional manner consistent with industry standards. For a period of thirty (30) days following acceptance, Service Provider will remedy material non-conformities at no additional charge. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ALL SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Limitation of Liability: IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES. EXCEPT FOR BREACHES OF CONFIDENTIALITY OR INFRINGEMENT OF INTELLECTUAL PROPERTY, EACH PARTY'S AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

8. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims alleging bodily injury, property damage or direct infringement to the extent caused by the indemnifying party's gross negligence or willful misconduct. For any allegation of intellectual property infringement arising from the plugin, Service Provider shall, at its option and expense, obtain the right to continue use, modify the plugin to be non-infringing, or replace it.

9. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to conflicts of law principles.

Governing Jurisdiction:

10. ENTIRE AGREEMENT

This Agreement, together with any attachments, exhibits and accepted Statements of Work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior proposals, negotiations and agreements, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

11. MISCELLANEOUS PROVISIONS

Notices under this Agreement shall be delivered in writing to the address provided by each party. If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or obligations without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

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