Business Use Case Hydra Document

BUSINESS USE CASE HYDRA DOCUMENT

This Business Use Case Hydra Document ("Agreement") is entered into as of Effective Date: by and between the parties identified below.

RECITALS

WHEREAS, Client requires a structured business use-case analysis, integration blueprint and implementation planning for a multi-stream product architecture (the "Hydra Use Case") and seeks to procure Provider's expertise to deliver such services under the terms and conditions set forth in this Agreement;

WHEREAS, Provider represents that it has the professional experience, personnel and technical capability to perform the scope of services described below and will perform such services in a commercially reasonable manner consistent with industry practice; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the Hydra Use Case work and the resulting deliverables.

SCOPE OF WORK

Provider shall perform the services and produce the deliverables described below. Provider shall exercise reasonable skill and care in performing the services and shall assign qualified personnel to execute the work.

PAYMENT TERMS

In consideration for Provider's performance, Client shall pay Provider the compensation described below in accordance with the schedule specified. All fees shall be payable in United States dollars unless otherwise agreed in writing.

If any undisputed amount due under this Agreement is not paid within fifteen (15) days after the due date, Client shall pay interest on the overdue amount at the rate specified above, computed monthly, or the maximum rate permitted by law, whichever is lower. Provider may suspend performance if payments are overdue beyond thirty (30) days following notice.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice delivered 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 the breach within days after receiving written notice specifying the breach.

Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to termination. Upon termination, Provider shall deliver to Client all completed work and work in progress and shall provide reasonable transition assistance at Provider's then-current rates.

CONFIDENTIALITY

"Confidential Information" means any business, technical or financial information disclosed by one party to the other, whether orally, in writing, or by inspection, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes without limitation business plans, use-case diagrams, technical architectures, source code, trade secrets and customer information.

Each party shall (a) hold the other's Confidential Information in strict confidence, (b) use Confidential Information only to perform its obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. The obligations in this section shall not apply to information that is or becomes publicly available through no fault of the receiving party, is rightfully received from a third party without a duty of confidentiality, or is independently developed without use of the disclosing party's Confidential Information.

Upon expiration or termination of this Agreement, each receiving party shall promptly return or destroy, at the disclosing party's election, all Confidential Information and certify such return or destruction in writing.

INTELLECTUAL PROPERTY; LICENSE

Unless otherwise agreed in writing, Provider retains all right, title and interest in and to Provider's pre-existing intellectual property and tools, methodologies, templates and know-how ("Provider IP"). Client is granted a perpetual, nonexclusive, nontransferable license to use Provider IP solely as incorporated into the deliverables for Client's internal business purposes. Provider assigns to Client all right, title and interest in custom deliverables specifically commissioned and paid for in full under this Agreement, subject to Provider's retained rights in Provider IP and third-party components.

REPRESENTATIONS, WARRANTIES, AND LIMITATIONS OF LIABILITY

Each party represents that it has the full corporate power and authority to enter into this Agreement. Provider warrants that the services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. EXCEPT FOR THE FOREGOING WARRANTY, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES, LOST PROFITS, OR LOST BUSINESS OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL COMPENSATION PAID OR PAYABLE TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that State for any dispute arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including all Schedules and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No modification of this Agreement is binding unless executed in writing by authorized representatives of both parties.

MISCELLANEOUS

Any notice required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party designates in writing. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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