Customized Package Agreement

CUSTOMIZED PACKAGE AGREEMENT

This Customized Package Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: , with address:

and Provider Name: , with address:

RECITALS

WHEREAS, Provider develops, assembles and delivers customized packages, solutions and related services tailored to clients' specifications, and has represented that Provider has the requisite skill, personnel and resources to perform the services described herein;

WHEREAS, Client desires to engage Provider to create and deliver the customized package described in this Agreement on the terms and conditions set forth herein; and

WHEREAS, the parties intend that the work performed under this Agreement shall be completed in accordance with the Scope of Work and Payment Terms agreed below.

SCOPE OF WORK

Provider shall perform the services and deliverables described in this Scope of Work. Provider shall exercise commercially reasonable efforts, in a professional manner consistent with industry standards, to complete the customized package in accordance with the schedule and specifications set forth below.

PAYMENT TERMS

Client shall pay Provider the Total Package Fee in consideration for the performance of the Scope of Work. All fees are exclusive of applicable taxes which shall be paid by Client where required by law.

Invoices submitted by Provider are due and payable within days of receipt unless otherwise agreed in writing. Late payments accrue interest as set forth above and Provider may suspend performance for amounts overdue after notice.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue in full force 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 effective date of termination. Either party may terminate for material breach if such breach remains uncured for thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Provider shall deliver to Client any completed work and an invoice for any unpaid fees for services performed through the effective date of termination. Client shall pay such invoice in accordance with the Payment Terms.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") in connection with this Agreement 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. Receiving Party shall (i) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own Confidential Information but no less than reasonable care; (ii) not use Confidential Information except as necessary to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to third parties except to its employees, contractors and advisors who have a need to know and are bound by confidentiality obligations no less protective than those in this Agreement.

Confidential Information shall not include information that (a) is or becomes generally known to the public through no act or omission of Receiving Party; (b) was known to Receiving Party prior to disclosure without breach of any obligation; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by Receiving Party without use of or reference to Disclosing Party's Confidential Information. The obligations set forth in this Section shall survive termination of this Agreement for a period of years.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against claims, losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S LIABILITY FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID OR PAYABLE TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

NOTICES

All notices 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 may designate by notice. Notice is effective upon delivery when delivered by hand, by nationally recognized overnight courier, or by confirmed email to the contact addresses below.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, including all attachments and exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date first written above.

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