Phase II Service Contract

PHASE II SERVICE CONTRACT

This Phase II Service Contract ("Contract") is made and entered into as of Effective Date: by and between Client Name: , a organized under the laws of , with principal address ; and Contractor Name: , a organized under the laws of , with principal address . Client and Contractor may be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Client engaged Contractor for initial Phase I services concerning ; and

WHEREAS, the Parties desire that Contractor perform Phase II services that consist of design refinement, testing, and implementation support as more specifically described below; and

WHEREAS, the Parties intend that the work under Phase II be governed by the terms and conditions set forth in this Contract.

NOW, THEREFORE

In consideration of the mutual promises and covenants contained herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "Phase II Services" means the services described in Section 2 below, including all deliverables and work product generated by Contractor in connection with such services. "Deliverables" means tangible work products delivered to Client. "Acceptance" means Client's written approval of a Deliverable in accordance with Section 4.

2. SCOPE OF SERVICES

2.1 Contractor shall perform Phase II Services consisting of the following:

2.2 Contractor shall perform the Phase II Services in a professional and workmanlike manner consistent with industry standards applicable to the services provided and shall allocate sufficient personnel and resources to satisfy the schedule set forth in Section 3.

3. TERM; SCHEDULE; MILESTONES

3.1 Term. The term of this Contract commences on the Effective Date and continues until completion of the Phase II Services or earlier termination in accordance with Section 7.

3.2 Time is of the essence for the milestones set forth above; Contractor shall notify Client promptly of any circumstances likely to delay performance and shall use commercially reasonable efforts to mitigate any such delay.

4. ACCEPTANCE; CHANGES

4.1 Acceptance. Client shall have a period of calendar days following delivery of each Deliverable to perform tests and provide written acceptance or a detailed list of deficiencies. Failure to provide such notice within the acceptance period shall constitute deemed acceptance.

4.2 Change Orders. Any change to the Scope of Services shall require a written change order signed by authorized representatives of both Parties specifying any adjustment to fees, schedule, and acceptance criteria.

5. COMPENSATION; INVOICING; PAYMENT

5.1 Fees. Client shall pay Contractor a total fee for Phase II Services in the amount of . Fees will be payable in accordance with the milestone schedule set forth below.

5.2 Invoicing and Payment Terms. Contractor shall submit invoices upon Achievement of each invoicing event. Client shall pay undisputed invoices within days of receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

6. CONFIDENTIALITY

6.1 Each Party shall hold in confidence and not disclose to any third party Confidential Information of the other Party. "Confidential Information" means non-public information disclosed in connection with this Contract, whether oral, written or electronic, that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

6.2 Exceptions include information that: (a) is or becomes publicly known through no breach of this Contract; (b) is rightfully received from a third party without restriction; (c) is independently developed by the receiving Party without use of Confidential Information; or (d) is required to be disclosed by law, provided the disclosing Party gives prompt notice and cooperates with any efforts to obtain protective relief.

7. TERMINATION

7.1 Either Party may terminate this Contract for material breach by the other Party if such breach remains uncured thirty (30) days after written notice specifying the breach. Client may terminate for convenience upon thirty (30) days' prior written notice to Contractor; in such event Contractor shall be entitled to payment for work performed and reasonable demobilization costs.

8. INTELLECTUAL PROPERTY

8.1 Unless otherwise agreed in writing, Contractor grants to Client a perpetual, non-exclusive, worldwide license to use, reproduce and modify Deliverables for Client's internal business purposes. Contractor retains ownership of preexisting materials, tools, techniques, methodologies and intellectual property not developed specifically for Client under this Contract.

8.2 Contractor shall assign to Client all right, title and interest in custom Deliverables created exclusively for Client upon full payment of amounts due for such Deliverables, subject to any third-party license restrictions disclosed in writing prior to delivery.

9. REPRESENTATIONS; WARRANTIES

9.1 Contractor represents and warrants that (a) it has the full right and authority to enter into this Contract and to grant the rights granted herein; (b) the Phase II Services will be performed in a professional and workmanlike manner; and (c) to Contractor's knowledge, Deliverables will not infringe third-party intellectual property rights.

9.2 EXCEPT AS SET FORTH IN THIS SECTION, CONTRACTOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

10. INDEMNIFICATION; LIMITATION OF LIABILITY

10.1 Indemnification. Each Party (Indemnifying Party) shall indemnify, defend and hold harmless the other Party (Indemnified Party) from and against third-party claims arising from the Indemnifying Party's breach of this Contract, gross negligence or willful misconduct, subject to the Indemnified Party providing prompt written notice and reasonable cooperation.

10.2 Limitation of Liability. Except for liability arising from a Party's gross negligence or willful misconduct, or for indemnification obligations, in no event shall either Party be liable for consequential, incidental, special, or punitive damages. Each Party's aggregate liability for any claim arising out of this Contract shall not exceed the total fees paid by Client to Contractor under this Contract.

11. INSURANCE

Contractor shall maintain commercial general liability insurance and professional/technology errors and omissions insurance in commercially reasonable amounts and shall provide certificates upon request. Maintenance of insurance does not limit Contractor's liabilities under this Contract.

12. NOTICES

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth below or to such other address as a Party designates by written notice to the other Party.

13. ASSIGNMENT; SUBCONTRACTING

Neither Party may assign this Contract without the prior written consent of the other Party, which consent shall not be unreasonably withheld; provided, however, that Contractor may subcontract portions of the Phase II Services so long as Contractor remains responsible for performance and compliance with this Contract.

14. FORCE MAJEURE

Neither Party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, labor disputes, governmental actions, or other force majeure events; the affected Party shall promptly notify the other and shall use commercially reasonable efforts to resume performance.

15. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Contract will be effective unless in writing and signed by authorized representatives of both Parties. Failure to enforce any provision shall not constitute a waiver of future enforcement of that or any other provision.

16. GOVERNING LAW; DISPUTE RESOLUTION

This Contract 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 shall attempt in good faith to resolve disputes promptly through negotiation between senior representatives; if unresolved within thirty (30) days, disputes shall be resolved by binding arbitration in the agreed jurisdiction unless the Parties agree otherwise in writing.

17. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

17.1 Entire Agreement. This Contract, together with any executed change orders, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral.

17.2 Severability. If any provision of this Contract is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid provision that achieves the Parties' original intent to the greatest extent possible.

17.3 Counterparts. This Contract may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by electronic means shall be binding.

EXECUTION

The Parties have caused this Contract to be executed by their duly authorized representatives as of the Effective Date set forth above.

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