Client Software Agreement

CLIENT SOFTWARE AGREEMENT

This Client Software Agreement ("Agreement") is entered into by and between Client Name: and Vendor Name: , effective as of Effective Date: .

WHEREAS

WHEREAS, Client engages Vendor to develop, customize, integrate and deliver software and related services as set forth in this Agreement; and

WHEREAS, Vendor has represented that it has the necessary skills, experience and personnel to perform the services and to deliver the software deliverables described herein; and

WHEREAS, the parties desire to set forth the terms and conditions under which Vendor will perform and Client will accept and pay for such services and deliverables.

SCOPE OF WORK

Vendor shall perform the work and deliver the software deliverables described below. The deliverables shall conform to the specifications, acceptance criteria and schedule set forth by the parties.

PAYMENT TERMS

Client shall pay Vendor for services and deliverables as set forth below. All fees are exclusive of applicable taxes and out-of-pocket expenses unless otherwise stated.

Vendor may suspend performance if Client fails to pay undisputed amounts within the agreed payment period. Client shall reimburse Vendor for reasonable collection costs, including attorneys' fees, for overdue amounts.

TERM AND TERMINATION

This Agreement commences on Start Date: Day Month Year , and continues until End Date: Day Month Year unless earlier terminated as provided below.

Either party may terminate this Agreement for material breach if the other party fails to cure such breach within the notice period specified above. Termination for convenience by Client requires payment for all work performed and reasonable wind-down costs.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in confidence and shall not disclose or use any Confidential Information of the other party (the "Disclosing Party") except as necessary to perform obligations under this Agreement. Confidential Information does not include information that is (a) publicly known through no breach of this Agreement; (b) rightfully received from a third party without restriction; or (c) independently developed without reference to the other party's Confidential Information.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Vendor retains all right, title and interest in its pre-existing intellectual property and tools used in delivering the services. Client shall receive a non-exclusive, non-transferable license to use deliverables for its internal business purposes upon full payment. Vendor warrants that deliverables will not knowingly infringe third-party intellectual property rights; Vendor shall, at its option, procure the right to continue Client's use or replace the infringing portion to achieve substantially similar functionality.

WARRANTIES; DISCLAIMERS

Vendor warrants that for a period of 90 days following acceptance, the deliverables will materially conform to the agreed specifications. Vendor's sole obligation under this warranty shall be to repair or replace nonconforming deliverables. EXCEPT FOR THE EXPRESS WARRANTY IN THIS PARAGRAPH, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND VENDOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT, GROSS NEGLIGENCE, OR BREACH OF CONFIDENTIALITY OR VIOLATION OF INTELLECTUAL PROPERTY RIGHTS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR DIRECT DAMAGES SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO VENDOR UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

INDEMNIFICATION

Each party agrees to indemnify, defend and hold harmless the other party from third-party claims arising from the indemnifying party's breach of this Agreement, negligence, or willful misconduct. The indemnified party will provide prompt written notice of any claim and cooperate in the defense. The indemnifying party will control the defense and settlement of such claim, provided that it does not admit liability or settle a claim that imposes obligations on the indemnified party without the indemnified party's prior written consent.

GOVERNING LAW; DISPUTE RESOLUTION

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 agree to attempt in good faith to resolve disputes by negotiation prior to initiating litigation.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below or to such other address as a party designates by notice in accordance with this section.

MISCELLANEOUS

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment or waiver of any provision shall be effective unless in writing and signed by both parties. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a 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. The parties acknowledge that they have had the opportunity to seek independent legal advice prior to executing this Agreement.

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