Customer Feedback Enhancement Requests

Customer Feedback Enhancement Request Agreement

Recitals

WHEREAS, Customer Name: is a user of the Provider's products and services; and

WHEREAS, Provider Name: maintains and implements product enhancements in response to customer feedback; and

WHEREAS, the parties desire to set forth the terms under which Provider will analyze, estimate, implement and deliver the requested enhancement described herein, effective as of Effective Date: .

Request Summary

Scope of Work

Payment Terms

Estimated Cost: $ — The parties agree that Provider will invoice Customer in accordance with the schedule below.

Late Payment Fee: — Late fees will accrue on unpaid amounts from the invoice due date until paid, subject to any limitations under applicable law.

Term and Termination

Term Commencement Date: . Anticipated Completion Date: .

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within Notice Period (days): days after receipt of written notice. Termination for convenience requires the terminating party to provide the other party at least the notice period above and to pay for all services performed and reasonable, documented work in progress.

Confidentiality

Each party acknowledges that during the course of performance it may receive Confidential Information of the other party. Confidential Information means non-public information disclosed in any form that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Each party shall (i) protect the other's Confidential Information with the same standard of care it uses to protect its own confidential information but not less than reasonable care; (ii) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (iii) 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. Confidential Information does not include information that is or becomes publicly known through no breach by the receiving party, is already lawfully in the receiving party's possession, or is independently developed without reference to the disclosing party's Confidential Information.

Intellectual Property and Deliverables

Unless otherwise agreed in a separate written instrument, Provider retains all right, title and interest in and to Provider's pre-existing materials, tools, frameworks and methodologies. Subject to Customer's payment of all sums due, Provider grants Customer a non-exclusive, non-transferable license to use the deliverables specifically developed for Customer under this Agreement solely for Customer's internal business purposes. Any third-party components incorporated into the deliverables remain subject to their respective licenses.

Warranties; Limitation of Liability

Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY STATED HEREIN, ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL AMOUNTS PAID OR PAYABLE BY CUSTOMER TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of Governing State: without regard to conflicts of law principles. The parties will attempt in good faith to resolve disputes arising under this Agreement by negotiations between senior executives; if unresolved within 30 days, the parties may pursue any remedy available at law or in equity.

Entire Agreement

This Agreement, together with any attachments or documents incorporated by reference and any accepted estimate or statement of work signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Approvals

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