Business Technical Annex

BUSINESS TECHNICAL ANNEX

Client Name:    Service Provider Name:

Effective Date:

WHEREAS

WHEREAS, Client Name: requires technical services, deliverables and related professional activities as described in this Annex; and

WHEREAS, Service Provider Name: represents that it has the technical capability, personnel and systems to perform the services and deliver the deliverables set forth in this Annex, and the parties wish to set forth the technical scope, acceptance criteria, schedules, and certain commercial terms governing such services.

1. SCOPE OF WORK

The Provider shall supply the services, system components, deliverables and staffing described below in accordance with the specifications, standards and milestones set forth in this Annex. All deliverables shall conform to the acceptance criteria described in Section 3.

2. DELIVERABLES, MILESTONES AND ACCEPTANCE

The Provider shall deliver the items listed below, together with associated documentation, source materials and test evidence where applicable. Each deliverable shall include a deliverable identifier, description, planned delivery date and acceptance criteria.

Planned Delivery Date:    Acceptance Criteria:

Planned Delivery Date:    Acceptance Criteria:

3. ACCEPTANCE PROCEDURE

Upon delivery of each deliverable, Client shall have days to perform acceptance testing in accordance with the acceptance criteria set forth for that deliverable. If Client does not provide written rejection identifying material nonconformities within such period, the deliverable will be deemed accepted.

4. PAYMENT TERMS

In consideration for the services and deliverables, Client shall pay Provider the fees and expenses set forth below. All fees are payable in the currency specified in the Master Agreement and are exclusive of taxes unless otherwise stated.

Invoices shall be due within days of invoice date. Late payments shall incur interest at the lesser of (a) % per month or (b) the maximum rate permitted by law. Provider may suspend performance if invoices are more than days overdue following written notice.

5. TERM AND TERMINATION

This Annex commences on the Effective Date and shall remain in effect until the completion of the services described herein or the End Date below, unless earlier terminated in accordance with this Section.

Start Date:    End Date:

Either party may terminate this Annex for material breach by the other party if the breach is not cured within days following written notice. Additionally, either party may terminate for convenience with days prior written notice. Termination shall not relieve Client of payment obligations for services performed and accepted prior to the effective date of termination.

6. CONFIDENTIALITY

Each party shall hold in confidence and not disclose the other party's Confidential Information, and shall use such Confidential Information only for purposes of performing under this Annex. Confidential Information includes technical specifications, deliverables, documentation, business information and any other information designated as confidential or that reasonably should be understood to be confidential. Confidentiality obligations shall survive termination for a period of years, except for trade secrets, which shall be protected for so long as they remain trade secrets.

7. INTELLECTUAL PROPERTY AND LICENSES

Provider shall retain ownership of all pre-existing and Provider-developed intellectual property. Upon full payment, Provider grants to Client a non-exclusive, non-transferable license to use deliverables for Client's internal business purposes as set out in the Master Agreement. Any Client-provided materials remain Client's property. Modifications and derivative works shall be owned as agreed in the Master Agreement or otherwise as set forth below.

8. DATA SECURITY & PRIVACY

Provider shall implement and maintain technical and organizational measures appropriate to the nature of the data processed to protect against unauthorized access, disclosure, alteration or destruction. Provider shall promptly notify Client of any security incident affecting Client Data and shall cooperate in remediation. Additional security requirements may be set out below.

9. WARRANTIES; LIMITATIONS

Provider warrants that the services will be performed in a professional and workmanlike manner and that deliverables will materially conform to the specifications for a period of days following acceptance. Except as expressly stated, Provider disclaims all other warranties, whether express, implied or statutory, including merchantability and fitness for a particular purpose.

Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability for claims arising out of or relating to this Annex shall not exceed .

10. CHANGE CONTROL

Any change to scope, schedule, price or deliverables shall be effected only by a written Change Order signed by authorized representatives of both parties. Change Orders shall specify the change, impact to price, schedule and acceptance criteria.

11. NOTICES

All notices under this Annex shall be given in writing to the contact information below for each party and shall be effective when delivered in accordance with the Master Agreement's notice provisions.

12. GOVERNING LAW; ENTIRE AGREEMENT

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

This Annex, together with the Master Agreement and any executed Change Orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings relating thereto.

13. MISCELLANEOUS PROVISIONS

The parties represent and warrant that each has the corporate power and authority to enter into and perform this Annex and that the person signing on behalf of each party is duly authorized to bind that party. Neither party may assign this Annex except as permitted in the Master Agreement.

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