Fill and Sign the Inventory Rider to Purchasing Agreement Entered into November Form

RIDER A SOFTWARE SPECIFICATIONS AGREEMENT RIDER TO THE SOFTWARE LICENSE AGREEMENT Account No.: This Software Specifications Rider ("Rider A") is hereby incorporated into and made a part of _____________________________ SOFTWARE LICENSE AGREEMENT (the "Agreement"). The Agreement is amended this day of _______ , between __________________________________ ("__________") and , having its principal place of business at , (hereinafter the "Licensee"). WHEREAS , the Licensee desires to retain _________________ as an independent contractor to perform custom package software programming specifications for the Licensee and _________________ desires to perform such programming specifications, all on the basis set forth more fully herein; NOW THEREFORE , in consideration of the promises, mutual covenants and agreements set forth herein, the parties hereto agree as follows: 1. SERVICES. _________________ agrees to perform for the Licensee the computer programming services described in Exhibit A (such services are hereinafter referred to as "Services"), which shall consist of the development, delivery and maintenance of custom computer Software in accordance with the specifications set forth in Exhibit A. The term "Software" means each custom computer program identified in Exhibit A. 2. COMPLETION AND ACCEPTANCE. The Completion Date of the Software (the "Completion Date") shall be the date when _________________ can reasonably demonstrate to the Licensee that the Software meets, in all material respects, the specifications described in Exhibit A, and is delivered to the Licensee. On the Completion Date, the software shall be deemed completed and the Licensee can not delay acceptance of the Software on the basis that Licensee's files or host system are not prepared if _________________ can reasonably demonstrate the Software's completion by using files that reasonably resemble Licensee's. 3. PAYMENT FOR SERVICES. (a) GENERAL. In consideration of the performance of the Services and development of the Software, the Licensee agrees to pay _________________ the firm price set forth in Exhibit A for each program following its completion and delivery.(b) ADVANCE. Upon the execution and delivery of this Rider, Licensee agrees to pay to _________________ an advance payment of fifty percent (50%) of the Finalized Cost, which is enumerated in Part III of Exhibit A to this Rider. Said advance is to be credited against payments due to _________________ pursuant to Section 3(a). Said advance shall be refundable until earned by _________________ pursuant to Section 3(a). 4. RELATIONSHIP OF PARTIES. It is understood and agreed that _________________ is an independent contractor and that _________________ shall perform the Services under the general direction of the Licensee as to the results of such activity, but that _________________ shall determine, in _________________ ' sole discretion, the manner and means by which the services are accomplished, subject to the express condition that _________________ shall at all times comply with applicable laws and regulations. It is also expressly understood that _________________ and _________________ ' employees and agents, if any, are not agents or employees of the Licensee, and have no authority whatsoever to bind the Licensee by contract or otherwise. 5. EMPLOYMENT TAXES and BENEFITS. _________________ acknowledges and agrees that it shall be the obligation of _________________ to report as income all compensation received by _________________ pursuant to this Rider. _________________ shall indemnify the Licensee and hold it harmless from and against any obligation imposed on _________________ to pay withholding taxes, social security, unemployment, or disability insurance or similar items in connection with any payments made to _________________ by the Licensee pursuant to this Rider on account of _________________ or _________________'s agents or employees, if any. Neither _________________ nor any of _________________'s employees or agents, if any, shall be entitled to participate in any plans, arrangements or distributions by the Licensee pertaining to any bonus, stock option, profit sharing, insurance, or similar benefits for Licensee's employees. 6. PROPERTY OF _________________. Licensee agrees that payment hereunder conveys to Licensee a non-exclusive, non- assignable license for the use of the Software. The right, title and proprietary interest in the Software shall remain exclusively with _________________ to do with as it wishes. _________________ shall obtain such copyrights, patents and trademarks as are necessary at its sole expense. The Licensee does not have and shall not be deemed to have any right, title or interest in the Software, whether under trade secrecy, copyright, patent or related laws. The Licensee further agrees that neither the Licensee nor any of the Licensee's employees, agents, independent contractors, or others will transfer, lease, license, publish, use, disclose or divulge the contents of, or any aspects of, the Software to third parties unless specifically authorized in advance by the written consent of _________________ .7. N0-ASSIGNMENT. (a) The Licensee will not sublicense, or otherwise transfer any of its rights under this Rider or the license granted thereby without the prior written consent of _________________ . (b)As the Licensee has specifically contracted for _________________'s services, _________________ may not assign its rights or delegate its obligations under this Rider, either in whole or in part, without the prior written consent of the Licensee, and any attempt to do so shall be void and of no effect. 8. COMPLETE UNDERSTANDING; MODIFICATIONS. This Rider, together with Exhibit A, which is incorporated herein by reference, is hereby incorporated into and made a part of the _________________ INTERNATIONAL INCORPORATED SOFTWARE LICENSE AGREEMENT and constitutes the full and complete understanding and agreement of the parties hereto and supersedes all prior understandings and agreements. Any waiver, modification, or amendment of any provision of this Rider shall be effective only if in writing and signed by the parties hereto. IN WITNESS WHEREOF , the parties hereto have signed this Rider on the date first written above. ACCEPTED BY: ACCEPTED BY: _________________________ BY: BY: TITLE: TITLE: DULY AUTHORIZED AGENT DULY AUTHORIZED AGENT DATE: DATE: EXHIBIT A PART I. PROGRAM SPECIFICATIONS [Specifications for Systems] PART II. DELIVERABLE ITEMS AND FORMAT PART III. DEVICES DEVICE DESCRIPTION FIRM MAN-HOURS/PRICES FINALIZED COST ACCEPTED BY: ACCEPTED BY: ___________________________ BY: BY: TITLE: TITLE: DULY AUTHORIZED AGENT DULY AUTHORIZED AGENT DATE: DATE: RIDER B SECURITY AGAINST SOFTWARE DEFECTS AGREEMENT RIDER TO THE SOFTWARE LICENSE AGREEMENT Account No.: This Security Against Software Defects Rider ("Rider B") is hereby incorporated into and made a part of the _________________ SOFTWARE LICENSE AGREEMENT (the "Agreement"). The Agreement is amended this day of _____ , between _________________ ("_________________ ") and , having its principal place of business at , (hereinafter the "Licensee"). WHEREAS , the Licensee desires to withhold a percentage of the outstanding balance due and payable to _________________ upon the completion and delivery of the Software as a security against potential software defects, and _________________ desires to provide such security, all on the basis set forth more fully herein; NOW THEREFORE , in consideration of the promises, mutual covenants and agreements set forth herein, the parties hereto agree as follows: 1. SECURITY. On the Date of Completion and Delivery of the Software, the Licensee shall withhold ten percent (10%) of the outstanding balance due _________________ for a period of five (5) weeks as a security against Software defects. (a) PROCEDURE. The Licensee shall have three (3) weeks from the date of Completion and Delivery of the Software to inspect, test and evaluate it to determine whether the Software conforms to the agreed upon specifications. If the Software does not conform to the agreed upon specifications, the Licensee must provide _________________ with written notice of such defects. _________________ shall then have two (2) weeks from receipt of such written notice to take such steps as are required to bring the Software into conformance, and the Licensee shall then have an additional one (1) week to inspect, test, and evaluate the Software. If the Software still does not conform to the agreed upon specifications, the Licensee shall have the option, by giving written notice to _________________ , to (1) repeat the procedure set forth above, or (2) terminate the _________________ SOFTWARE LICENSE AGREEMENT and recover from _________________ any amounts paid to _________________ by Licensee hereunder for the development of the Software in question. (b) FAILURE TO PROVIDE PROPER NOTICE. If the Licensee does not give written notice to _________________ within the initial twenty-one (21) day inspection, testing and evaluation period, or any extension thereof, that the Software does not conform to the agreed upon specifications, then the Licensee shall be deemed to have accepted the Software upon the expiration of such period. 2. FINAL ACCEPTANCE. Final Acceptance (the "Final Acceptance") by the Licensee will occur once the Licensee is delivered conforming software, which survives the Licensee's inspection, testing and evaluation period. After Final Acceptance, Licensee must pay _________________ the remaining balance within ten (10) days. If the Licensee does not give written notice to _________________ within the initial twenty- one (21) day inspection, testing, and evaluation period, or any extension thereof, that the Software does not conform to the required specifications, then Final Acceptance by the Licensee shall be concluded upon the expiration of such period. If the Licensee fails to remit payment within ten (10) days of their due date, a late charge equal to one and one half percent (1½%) per month shall accrue and be payable on the amount due. 3. COMPLETE UNDERSTANDING; MODIFICATIONS. This Rider is hereby incorporated into and made a part of the _________________ INTERNATIONAL INCORPORATED SOFTWARE LICENSE AGREEMENT and constitutes the full and complete understanding and agreement of the parties hereto and supersedes all prior understandings and agreements. Any waiver, modification, or amendment of any provision of this Rider shall be effective only if in writing and signed by the parties hereto. IN WITNESS WHEREOF , the parties hereto have signed this Rider on the date first written above. ACCEPTED BY: ACCEPTED BY: _____________________________ BY: BY: TITLE: TITLE: DULY AUTHORIZED AGENT DULY AUTHORIZED AGENT DATE: DATE: