Exhibit A Legal Document

EXHIBIT A LEGAL DOCUMENT

This Exhibit A is attached to and made a part of the Agreement effective as of by and between Provider Name: (hereinafter "Provider") and Client Name: (hereinafter "Client").

RECITALS

WHEREAS, Provider has represented that it possesses the personnel, technical capacity and experience necessary to perform the services and deliver the deliverables described in this Exhibit A; and

WHEREAS, Client and Provider desire to set forth the scope, schedule, acceptance criteria and compensation for the services and deliverables to be provided under the Agreement; and

WHEREAS, the parties intend this Exhibit A to govern the specific obligations, milestones, and performance standards for the Work described below.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and in the Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

Capitalized terms used in this Exhibit A shall have the meanings assigned in the Agreement unless otherwise defined herein. "Work" means the services, deliverables and tasks set forth in Section 2 below.

2. SCOPE OF SERVICES AND DELIVERABLES

Provider shall perform the Work and deliver the Deliverables described in this Section 2 in accordance with the standards of care and professionalism customary in Provider's industry. The Deliverables include, but are not limited to, the following:

Any material change to the Deliverables that materially affects cost, schedule, or performance standards shall be treated as a change order and processed in accordance with the Agreement.

3. SCHEDULE AND MILESTONES

Provider shall commence performance on or about and shall achieve substantial completion of the Work by , subject to adjustments for excusable delays described in the Agreement.

4. ACCEPTANCE CRITERIA

Deliverables shall be subject to Client acceptance testing in accordance with the criteria set forth below. Acceptance shall be deemed to occur upon written notice from Client that the Deliverable materially conforms to the specifications set forth herein. If Client rejects a Deliverable, Provider shall, at Provider's expense, promptly correct or replace the Deliverable to conform with the acceptance criteria.

5. COMPENSATION

As full compensation for Provider's performance of the Work, Client shall pay Provider the total sum of (the "Fee"), payable in accordance with the schedule below and subject to any withholding or deductions required by law.

6. CONFIDENTIALITY

The parties acknowledge that certain information disclosed in the course of performing the Work constitutes Confidential Information under the Agreement. Each party shall protect Confidential Information from unauthorized disclosure using the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care. Confidential Information shall not include information that is or becomes publicly known through no breach by the receiving party or that is rightfully received from a third party without restriction.

7. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider hereby assigns to Client all right, title and interest in and to the Deliverables created specifically for Client under this Exhibit A, subject to Provider's pre-existing tools, methodologies and know-how, if any. Provider shall, at Client's request and expense, execute and deliver instruments reasonably necessary to perfect Client's ownership.

8. REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION

Provider represents and warrants that: (a) it has the full power and authority to enter into this Exhibit A; (b) the Work will be performed in a professional and workmanlike manner consistent with industry standards; and (c) the Deliverables will not infringe the intellectual property rights of any third party. Provider shall indemnify, defend and hold harmless Client from and against any third-party claims arising out of Provider's breach of the foregoing representations and warranties, subject to the limitations of liability in the Agreement.

9. INSURANCE AND COMPLIANCE

Provider shall maintain insurance coverage and comply with all applicable laws, rules and regulations in performing the Work. Provider shall furnish certificates of insurance upon Client's reasonable request and shall notify Client promptly of any material change to such coverage.

10. NOTICES

All notices under this Exhibit A shall be given in the manner provided in the Agreement. For convenience, the parties designate the following contact information for notices related to the Work:

11. AMENDMENTS; WAIVER; COUNTERPARTS

This Exhibit A may be amended only by a written instrument signed by both parties. No failure or delay by either party in exercising any right will operate as a waiver of that right. This Exhibit A may be executed in counterparts, each of which shall be deemed an original but all of which together constitute one and the same instrument.

12. SEVERABILITY

If any provision of this Exhibit A is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and effect.

13. GOVERNING LAW

This Exhibit A shall be governed by and construed in accordance with the laws chosen in the Agreement. The parties submit to the exclusive jurisdiction of the courts specified in the Agreement for any dispute arising out of or relating to this Exhibit A.

14. ENTIRE AGREEMENT

This Exhibit A, together with the Agreement, constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether oral or written, relating to such subject matter.

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