Miscellaneous Chrome Extension

GENERAL BUSINESS AGREEMENT — CHROME EXTENSION

This General Business Agreement (the Agreement) is entered into as of Effective Date: by and between:

Parties

Individual Corporation LLC Other:

Individual Corporation LLC Other:

WHEREAS

WHEREAS, Developer is engaged in the design, development and maintenance of browser extensions and related software, and represents that Developer has the skill and experience to develop and deliver a Chrome extension meeting the specifications set forth herein.

WHEREAS, Client desires to retain Developer to develop, deliver and, where applicable, license or transfer specified deliverables for a Chrome extension (the Extension) subject to the terms and conditions of this Agreement, and Developer agrees to perform such services for compensation as provided below.

WHEREAS, the Parties intend to define the scope, payment terms, confidentiality obligations and ownership of work product in this Agreement.

1. Scope of Work

Developer shall design, develop, test and deliver the Extension in accordance with the specifications and milestones set forth below. Services include source code, packaging for distribution in the Chrome browser environment, basic documentation, and one (1) release candidate cycle unless otherwise agreed in writing.

2. Payment Terms

As consideration for the services, Client shall pay Developer the fees set forth below in lawful currency. Unless otherwise specified, fees do not include applicable taxes which shall be borne by Client.

If any undisputed amount is not paid within days of invoice due date, interest shall accrue at the rate of (or the maximum permitted by law, if lower).

3. Term and Termination

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as provided below.

Either Party may terminate this Agreement for convenience upon days' prior written notice. Either Party may terminate for material breach that remains uncured for days after written notice specifying the breach.

Upon termination, Client shall pay Developer for all work performed through the effective date of termination and Developer shall deliver all completed materials and source code for which payment has been made.

4. Confidentiality

"Confidential Information" means any non-public business, technical or financial information disclosed by one Party to the other, whether oral, written or electronic, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Each Party shall: (a) protect Confidential Information of the other Party using the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) not disclose such Confidential Information to any third party except to employees, contractors or advisors who have a need to know and are bound by obligations of confidentiality at least as restrictive as those in this Agreement; and (c) use Confidential Information only for the purposes of performing its obligations under this Agreement.

Confidential Information shall not include information that: (i) is or becomes publicly available through no fault of the receiving Party; (ii) is lawfully received from a third party without restriction; (iii) was already known to the receiving Party prior to disclosure as demonstrated by written records; or (iv) is independently developed without use of or reference to the disclosing Party's Confidential Information.

The obligations in this Section shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall be protected for so long as they remain trade secrets under applicable law.

5. Intellectual Property and License

Unless otherwise agreed in writing, Developer retains ownership of pre-existing tools, libraries and components owned by Developer. Subject to full payment of fees, Developer grants Client a non-exclusive, worldwide, royalty-free license to use the delivered Extension in Client's business per the license scope described in the Detailed Scope. If the Parties intend an assignment of Developer's copyright in the delivered code, such assignment must be expressly documented and any transfer will be effective only upon full payment and execution of a separate written instrument.

Client acknowledges that Developer may incorporate open-source or third-party components subject to their licenses; Developer will identify such components in the deliverables and any applicable third-party license terms shall govern.

6. Warranties; Limitation of Liability; Indemnity

Developer represents that it will perform services in a professional and workmanlike manner consistent with industry standards. Developer does not warrant that the Extension will be error-free or uninterrupted, nor that it will meet all requirements of any browser store or platform policies.

To the fullest extent permitted by law, neither Party will be liable to the other for special, incidental, consequential or punitive damages, including lost profits, even if advised of the possibility of such damages. The aggregate liability of each Party arising out of this Agreement will not exceed the total fees paid to Developer under this Agreement in the twelve (12) months preceding the claim.

Client shall indemnify, defend and hold Developer harmless from and against any third-party claims arising from Client's use of the Extension in a manner not contemplated by this Agreement, Client materials, or Client's violation of applicable law. Developer shall indemnify Client from claims that the delivered code, as provided, infringes a third party's patent or copyright, provided Client gives prompt notice and cooperates in the defense; Developer's obligations are subject to the limitation of liability above and do not apply to any infringement resulting from Client modifications or combinations with other products.

7. Maintenance and Support

If maintenance or support is requested, such services will be provided under a separate statement of work or an amendment to this Agreement specifying scope, fees and response times. Developer is not obligated to provide ongoing maintenance unless agreed in writing.

8. Notices

All notices under this Agreement shall be sent to the addresses set forth above or to such other address as a Party designates by written notice. Notices shall be effective upon receipt.

9. Governing Law; Dispute Resolution

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

The Parties agree to attempt in good faith to resolve any dispute arising out of this Agreement through negotiation. If negotiation fails, the Parties may pursue any available legal or equitable remedies in the courts of the chosen governing law jurisdiction.

10. Miscellaneous

Entire Agreement: This Agreement, together with any attachments and statements of work executed hereunder, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements and understandings.

Amendment: No amendment to this Agreement will be effective unless in writing and signed by both Parties.

Assignment: Neither Party may assign this Agreement without the prior written consent of the other Party, except that a Party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets, provided the assignee assumes the assigning Party's obligations.

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