Business Technical Guide

BUSINESS TECHNICAL GUIDE AND AGREEMENT

This Business Technical Guide and Agreement (the "Guide" or "Agreement") is entered into as of by and between:

WHEREAS

WHEREAS, Provider possesses technical expertise, personnel, tools, and methodologies necessary to plan, design, develop and deliver the technical services and deliverables described herein (the "Services"); and

WHEREAS, Client desires to engage Provider to perform the Services for the project titled in accordance with the scope, schedule and payment terms set forth in this Guide.

NOW, THEREFORE, in consideration of the mutual covenants herein, the parties agree as follows.

1. SCOPE OF WORK

Provider shall perform the technical Services and deliver the Deliverables described below. All Services shall be performed in a professional manner consistent with industry standards and the schedule set forth in this Guide.

2. CHANGE CONTROL

All changes to the Scope of Work, schedule, or fees must be documented in a written Change Order signed by authorized representatives of both parties. Provider shall not proceed with changes until a Change Order is executed. Change Orders shall specify the revised scope, schedule, and any adjustment to fees or resources.

3. PAYMENT TERMS

Client shall pay Provider for Services rendered as set forth below. Unless otherwise stated, payment obligations are independent of the eventual acceptance of Deliverables; however, acceptance is a condition to final payment as specified in the Acceptance Criteria.

4. TERM AND TERMINATION

The term of this Agreement begins on and continues until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the intended termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the nature of the breach.

5. CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other party in connection with this Agreement, including technical designs, specifications, source code, business plans, pricing, and client data. The receiving party shall (a) hold Confidential Information in strict confidence, (b) not disclose it to any third party without prior written consent of the disclosing party except to those employees, contractors and agents with a need to know who are bound by confidentiality obligations at least as protective as those herein, and (c) use Confidential Information solely to perform its obligations under this Agreement.

Confidential Information does not include information that (i) is or becomes generally available to the public through no fault of the receiving party; (ii) was known to the receiving party at the time of disclosure without obligation of confidentiality; (iii) is rightfully obtained by the receiving party from a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information. Upon termination or request, the receiving party shall return or destroy Confidential Information as directed by the disclosing party.

6. INTELLECTUAL PROPERTY

Unless otherwise agreed in a written Change Order, Provider retains ownership of all pre-existing intellectual property, tools, methodologies, libraries and know-how used to perform the Services. Subject to Client’s full payment of all amounts due, Provider assigns to Client all right, title and interest in and to the Work Product specifically delivered and identified in the Deliverables. Provider may retain copies of Work Product for recordkeeping and internal quality assurance.

7. WARRANTIES; LIMITATION OF LIABILITY

Provider represents that it will perform the Services in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT FOR THE FOREGOING, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF PROVIDER ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

8. REPORTING AND MEETINGS

9. 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 courts located in that State for any dispute arising out of or relating to this Agreement.

10. ENTIRE AGREEMENT

This Agreement, including any exhibits, appendices and Change Orders executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether oral or written. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

11. MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or to a successor by merger or sale of substantially all assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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