Customization & Training Document

CUSTOMIZATION & TRAINING AGREEMENT

This Customization & Training Agreement (the Agreement) is entered into as of by and between:

Provider Name:

Client Name:

RECITALS

WHEREAS, Provider develops and implements software configurations, customizations, and related training programs; and

WHEREAS, Client desires to engage Provider to perform certain customization services and to deliver training to Client personnel in accordance with the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the parties agree as follows.

SCOPE OF WORK

PAYMENT TERMS

Total Fee: $ . Unless otherwise stated, fees are exclusive of applicable taxes and out-of-pocket expenses.

Late Payment: A late fee of % per month will accrue on overdue amounts, or the maximum rate permitted by law, whichever is lower. Client will also be responsible for reasonable collection costs.

Travel and out-of-pocket expenses are reimbursable If reimbursable, specify maximums or policy:

TERM AND TERMINATION

Term Start Date:    Term End Date:

Either party may terminate this Agreement for convenience by giving written notice no fewer than days prior to the intended termination date. Termination for material breach may be immediate if the breaching party fails to cure within days after receipt of written notice describing the breach.

Upon termination, Client shall pay Provider for all work performed and expenses incurred through the effective date of termination. Provider shall deliver any work product completed through the effective date and, where applicable, reasonable transition assistance.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means non-public information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential. Each party agrees to: (a) use Confidential Information solely to perform obligations under this Agreement; (b) restrict disclosure to its employees, contractors, and agents on a need-to-know basis who are bound by confidentiality obligations at least as protective as those herein; and (c) protect Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Exceptions: Confidential Information does not include information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of the other party's Confidential Information; or (iv) is required to be disclosed by law, provided the disclosing party gives prompt notice and cooperates in any protective action.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider retains ownership of pre-existing intellectual property, tools, methodologies, and know-how. Customizations developed specifically for Client pursuant to this Agreement will be owned by Client    Provider

LIMITATION OF LIABILITY

Except for claims arising from willful misconduct or gross negligence, neither party will be liable for incidental, consequential, special or punitive damages. Provider's aggregate liability for any claim related to this Agreement will not exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) months preceding the claim.

GOVERNING LAW

This Agreement will be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes.

ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments incorporated by reference, constitutes the entire agreement between the parties regarding the subject matter herein and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Notices required under this Agreement shall be delivered to the contact information provided below. Failure to enforce any provision of this Agreement will not constitute a waiver of such provision or the right to enforce it later.

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