Legal Implementation Protocol

LEGAL IMPLEMENTATION PROTOCOL

This Legal Implementation Protocol ("Protocol") is entered into effective as of by and between Client Name: , a organized under , with principal place of business at ; and Implementer Name: , a organized under , with principal place of business at . Client and Implementer are individually referred to as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Parties have entered into one or more underlying agreements pursuant to which the Implementer will perform implementation, integration, configuration or other professional services for Client (the "Master Agreement"), dated ;

WHEREAS, the Parties desire to record the responsibilities, milestones, acceptance criteria, change control procedures and administrative provisions governing the implementation services described herein; and

WHEREAS, the Parties intend this Protocol to govern the implementation work and to supplement the Master Agreement to the extent provided below.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the Parties agree as follows:

1. Definitions

1.1 "Deliverables" means the tangible and intangible items to be delivered by Implementer as described in Section 3 and the Application of Work Statement recorded in this Protocol. 1.2 "Acceptance" means Client's written confirmation that a Deliverable satisfies the Acceptance Criteria set forth in Section 6. 1.3 Terms defined in the Master Agreement have the same meaning when used in this Protocol unless otherwise defined herein.

2. Scope of Implementation

Implementer shall perform the implementation services described below and in the Implementation Work Statement. The Parties agree that the scope described in the field below governs unless the Parties execute a written change order in accordance with Section 5.

3. Deliverables and Milestones

3.1 Deliverables. The specific Deliverables, format, and acceptance dependencies are described below and in any referenced annexes. Implementer shall deliver each Deliverable in accordance with the Milestones.

3.2 Milestones. The Parties agree the following initial milestones; additional milestones may be added by written amendment.

Milestone 1 — Target Completion Date:

Milestone 2 — Target Completion Date:

4. Responsibilities

4.1 Implementer Responsibilities. Implementer shall provide qualified personnel, perform the work in a professional manner in accordance with industry standards, provide progress reports, and ensure Deliverables meet the Acceptance Criteria.

4.2 Client Responsibilities. Client shall provide timely access to facilities, systems, data, approvals, and personnel as reasonably necessary for Implementer to perform the Services.

5. Change Control

All requests for changes to scope, schedule or fees shall be submitted in writing as a Change Request and must be approved in writing by authorized representatives of both Parties before implementation. Change Requests shall describe the modification, estimate of time and cost impact, and any effect on Acceptance Criteria.

6. Acceptance Testing

Implementer shall notify Client when a Deliverable is ready for Acceptance Testing. Client shall perform Acceptance Testing within the Acceptance Period and shall provide written acceptance or a written list of deficiencies. If Client does not respond within the Acceptance Period, the Deliverable shall be deemed accepted.

Acceptance Period (days):

7. Fees, Invoicing and Payment

Client shall pay Implementer the fees set forth below in accordance with the payment schedule. Fees are exclusive of taxes unless otherwise required by law. Implementer's invoices shall set forth work performed, Deliverables delivered, and any approved Change Requests.

8. Confidentiality

Each Party shall hold in confidence and not disclose Confidential Information of the other Party, using at least the same degree of care it uses to protect its own confidential information, and only use such Confidential Information to perform its obligations under this Protocol. Confidentiality obligations shall survive termination for the period specified below.

Confidentiality Period (years):

9. Intellectual Property

Unless otherwise agreed in writing, pre-existing intellectual property of each Party remains the sole property of that Party. New intellectual property created solely by Implementer in performing the Services shall be assigned to , subject to any licenses granted in the Master Agreement. If Parties agree on a different ownership model, they shall record the same in a written amendment.

10. Indemnification

Each Party shall indemnify, defend and hold harmless the other Party from and against any third party claim arising out of the indemnifying Party's gross negligence or willful misconduct in connection with this Protocol. The indemnified Party shall provide prompt written notice of the claim and cooperate in defense as reasonably requested.

11. Limitation of Liability

Except for liability arising from breach of confidentiality, gross negligence, willful misconduct, or indemnification obligations, neither Party shall be liable for consequential, incidental, indirect, special or punitive damages. The aggregate liability of either Party for claims arising out of this Protocol shall not exceed the amount actually paid by Client to Implementer under this Protocol during the twelve (12) month period preceding the claim.

12. Term and Termination

This Protocol commences on the Effective Date and continues until completion of the Deliverables or earlier termination as permitted below. Either Party may terminate this Protocol for material breach by the other Party if the breach is not cured within the notice period.

Term Start Date: Term End Date (if applicable):

Termination Notice Period (days):

13. Notices

All notices, requests, demands and other communications under this Protocol shall be in writing and shall be delivered to the addresses specified below or as otherwise notified in writing.

14. Amendments; Waiver

No amendment to this Protocol will be effective unless it is in writing and signed by authorized representatives of both Parties. No waiver of any breach shall be deemed a waiver of any subsequent breach.

15. Governing Law

This Protocol shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles.

16. Entire Agreement; Severability; Counterparts

This Protocol, together with the Master Agreement and any documents expressly incorporated herein, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and understandings, whether written or oral. If any provision of this Protocol is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Protocol may be executed in counterparts, each of which when executed and delivered shall be an original, and all counterparts together shall constitute one and the same instrument.

17. Miscellaneous

The Parties represent and warrant that each has the full right, power and authority to enter into and perform this Protocol and that the person signing below is authorized to bind the Party.

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