Business Progressive Document

Business Progressive Document

This Business Progressive Document ("Agreement") is entered into by the parties identified below on the Effective Date. Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client seeks progressive delivery of services and/or deliverables described herein, and Provider represents that it has the professional capability and experience to perform such services under the terms of this Agreement;

WHEREAS, the parties intend that Provider will deliver services in discrete milestones with payment tied to completion of those milestones, subject to the terms, conditions and limitations set forth below; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows. Effective Date:

SCOPE OF WORK

PAYMENT TERMS

MILESTONES (PROGRESSIVE DELIVERABLES)

TERM AND TERMINATION

Term Commencement (Start Date): . Term Expiration (End Date): .

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice. In addition, either party may terminate for convenience upon days' prior written notice to the other party.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in strict confidence and shall not disclose to any third party any Confidential Information disclosed by the other party (the "Disclosing Party") except as necessary to perform under this Agreement. "Confidential Information" includes non-public technical, business, financial and commercial information disclosed in writing or orally and identified as confidential at the time of disclosure, or which by its nature ought reasonably to be considered confidential. Confidential Information does not include information that is (a) publicly available through no fault of the Receiving Party, (b) rightfully received from a third party without breach of obligation, or (c) independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider grants to Client a non-exclusive, worldwide, royalty-free license to use deliverables created specifically for Client under this Agreement for Client's internal business purposes. Provider retains ownership of pre-existing materials, tools, methodologies and generalized know-how. Specific ownership of any custom-developed source code, designs, or other deliverables may be allocated in an attached Schedule if desired.

LIMITATION OF LIABILITY

Except for willful misconduct or gross negligence, neither party shall be liable to the other for consequential, special, incidental, punitive or exemplary damages. The aggregate liability of either party arising out of or related to this Agreement shall not exceed the total amounts paid and payable by Client to Provider under this Agreement during the six (6) month period preceding the event giving rise to the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the federal and state courts located in that state for resolution of disputes.

ENTIRE AGREEMENT

This Agreement, including any schedules or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, representations and communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

NOTICES

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