Miscellaneous ICT Form

MISCELLANEOUS ICT FORM

Effective Date:   Agreement No.:

Parties

Recitals

WHEREAS, Client requires certain information and communications technology services and ancillary support as more particularly described herein; and

WHEREAS, Service Provider represents that it has the technical expertise, personnel and resources to perform the requested ICT services in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the provision and acceptance of such services.

Scope of Work

The Service Provider shall provide ICT services and deliverables according to the specifications, milestones and acceptance criteria described below. The scope includes but is not limited to system design, implementation, configuration, testing, documentation and knowledge transfer.

Payment Terms

Client will pay Service Provider for the services set forth in this Agreement in accordance with the pricing and payment schedule below. All fees are payable in U.S. dollars unless otherwise agreed in writing.

Invoices shall be issued in accordance with the payment schedule and are payable within days of invoice receipt. Late payments shall accrue interest at the rate of per month on any unpaid balance, plus the reasonable costs of collection.

Term and Termination

This Agreement commences on the Start Date provided below and continues until the End Date unless earlier terminated in accordance with this Agreement.

Start Date:   End Date:

Either party may terminate this Agreement for convenience upon providing the other party with no less than days' prior written notice. Either party may terminate for material breach if the breach is not cured within 30 days after receipt of written notice specifying the breach. Termination for cause may be immediate where required to prevent material harm or loss.

Upon termination, Client shall pay for all services performed and expenses reasonably incurred through the effective date of termination. Service Provider shall deliver all work in progress and cooperate with a transition to a successor provider.

Confidentiality

"Confidential Information" means all non-public business, technical and operational information disclosed by one party to the other, whether disclosed orally, visually or in writing. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, was in the receiving party's lawful possession prior to disclosure, or is rightfully obtained from a third party without confidentiality obligations.

The receiving party shall: (a) use Confidential Information solely for performance under this Agreement; (b) restrict disclosure to those employees, contractors and agents with a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) take reasonable measures to protect Confidential Information from unauthorized use or disclosure. Upon termination or written request, the receiving party shall return or destroy Confidential Information and certify such return or destruction.

Confidentiality obligations shall survive termination of this Agreement for a period of years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Representations, Warranties and Liability

Each party represents that it has the full right, power and authority to enter into and perform this Agreement. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. Except for willful misconduct or gross negligence, neither party shall be liable for incidental or consequential damages. The aggregate liability of either party for claims arising out of this Agreement shall not exceed the total fees paid by Client to Service Provider in the 12 months preceding the claim.

Intellectual Property

Unless otherwise agreed in writing, Service Provider retains ownership of pre-existing tools, methodologies and intellectual property. Client shall receive a non-exclusive, non-transferable license to use deliverables for its internal business purposes upon full payment. Any third-party software components will be licensed under their respective terms and Service Provider will disclose such components in the deliverables.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of . The parties agree that any dispute arising from this Agreement shall be resolved through good-faith negotiations. If negotiation fails, disputes shall be submitted to the exclusive jurisdiction of the courts located in the judicial district identified by the governing law.

Miscellaneous

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications. No modification or waiver shall be effective unless in writing and signed by an authorized representative of each party.

Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger, acquisition or sale of substantially all assets, provided that the assignee assumes all obligations hereunder. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Notices

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

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