Feature Specification List

FEATURE SPECIFICATION LIST

Parties and Recitals

This Feature Specification List and accompanying agreement (the Agreement) is entered into by the parties identified below as of the Effective Date: Effective Date:

Client Name:    Client Address:

Service Provider Name:    Provider Address:

WHEREAS, Client requires certain software features, enhancements and related deliverables described in this Feature Specification List; and

WHEREAS, Service Provider has the personnel, experience and capability to design, develop and deliver the features set forth below under the terms and conditions of this Agreement; and

WHEREAS, the parties desire to set forth the scope, acceptance criteria, payment terms and other material terms governing delivery of the listed features.

Scope of Work

The Service Provider shall design, implement and deliver the features enumerated below in accordance with the acceptance criteria for each feature. Each feature entry includes priority, description, acceptance criteria, estimated effort and dependencies. The Service Provider will perform work consistent with industry standard practices and with personnel reasonably skilled for the tasks described.

Feature Items

Payment Terms

Client shall pay Service Provider for the work described in this Agreement as set forth below. All payments are due in the currency mutually agreed by the parties.

Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Service Provider in collecting overdue amounts.

Term and Termination

This Agreement commences on the Contract Start Date and continues until the Contract End Date unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach if the breach remains uncured for a period of 30 days after written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for work performed and accepted prior to the effective date of termination.

Confidentiality

Each party agrees that Confidential Information of the other party will be held in confidence and used only for the purposes of performing obligations under this Agreement. Confidential Information includes, without limitation, feature designs, source code, user data, business plans and pricing. Confidential Information does not include information that: (a) is or becomes public through no fault of the receiving party; (b) was rightfully known by the receiving party prior to disclosure; or (c) is independently developed by the receiving party.

By checking this box, the signatory affirms that they understand and will comply with the confidentiality obligations described above.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction identified below, without regard to conflict of laws principles. The parties consent to the exclusive jurisdiction of the courts located in that jurisdiction for disputes arising out of or relating to this Agreement.

Entire Agreement

This Agreement, including the Scope of Work and Feature Specification List contained herein, 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 must be in writing and signed by authorized representatives of both parties.

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