Business Solution Release Form

BUSINESS SOLUTION RELEASE FORM

Parties and Effective Date

Client Name:

Provider Name:

Effective Date:

Recitals

WHEREAS, Client engaged Provider to design, develop, configure and deliver a business solution comprising software, documentation and implementation services as described in the Scope of Work below; and

WHEREAS, Provider has completed or delivered the deliverables identified in the Scope of Work and Client has conducted acceptance activities in accordance with the parties' agreement; and

WHEREAS, the parties now wish to document final acceptance, payment terms, release of claims, transfer of certain rights, and other final terms and conditions.

Scope of Work

Release and Acceptance

Upon Provider's delivery of the final deliverables described in the Scope of Work and upon Client's payment in full as required by this Release Form, Client hereby acknowledges final acceptance of the delivered solution and releases Provider, its officers, employees, contractors and agents from any and all claims, causes of action, liabilities or demands relating to or arising from the design, development, implementation or delivery of the solution through the Effective Date, except for fraud, willful misconduct, or breaches of express post-release obligations set forth in this document.

Payment Terms

Late Payment Fee: If any payment is not received within days after the due date, Client will pay interest at or the maximum rate permitted by law, whichever is lower.

Term and Termination

Term Start Date: — Term End Date:

Either party may terminate this Release and any related services for material breach by the other party if such breach remains uncured for days after written notice. Termination does not relieve Client of payment obligations for work performed or deliverables accepted prior to termination.

Confidentiality

Each party shall maintain in confidence all Confidential Information of the other party disclosed in connection with the engagement. Confidential Information excludes information that is or becomes publicly known through no breach of this Release, is independently developed, or is rightfully received from a third party without restriction. The obligations in this paragraph shall survive termination of this Release for a period of three (3) years, except that proprietary software source code and Customer Data shall remain confidential for as long as permitted by applicable law.

Intellectual Property and Licenses

Subject to timely payment in full, Provider grants Client a non-exclusive, non-transferable, worldwide license to use the delivered solution for Client's internal business purposes. Unless otherwise expressly assigned in writing, Provider retains all right, title and interest in and to Provider's pre-existing materials, tools, libraries and general know-how. Any assignment of new intellectual property will be effective only if set forth in a separate written instrument signed by both parties.

Representations, Indemnity and Limitation of Liability

Each party represents that it has full authority to enter this Release. Client shall indemnify and hold Provider harmless from third-party claims arising from Client's misuse of the solution or Client Data. Provider's aggregate liability for any claim arising under or related to this Release will not exceed the amounts actually paid by Client to Provider under this Release during the twelve (12) months preceding the claim; in no event will Provider be liable for incidental, consequential or punitive damages except to the extent such damages arise from gross negligence or willful misconduct.

Governing Law

This Release shall be governed by and construed in accordance with the laws of: , without regard to its conflict of laws principles.

Entire Agreement and Amendments

This Release, together with any attached exhibits and the parties' underlying agreement(s) expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior oral or written agreements. Any amendment or waiver must be in writing and signed by authorized representatives of both parties.

Acknowledgment and Certification

By signing below, the undersigned certify that they are authorized to bind their respective party, that the deliverables described in the Scope of Work have been reviewed, and that, subject to the express exceptions noted herein, Client accepts the deliverables and executes this Release in consideration of the mutual promises contained herein.

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