Pricing and Features Document

PRICING AND FEATURES DOCUMENT

This Pricing and Features Document ("Document") is entered into by and between the parties identified below. This Document sets forth the offered features, pricing, and related commercial terms governing the services and products described herein.

Parties and Effective Date

Effective Date:   Project Reference:

Recitals

WHEREAS, Vendor develops and supplies the products, features, services and related documentation as described in this Document; and

WHEREAS, Client seeks to obtain the products and services from Vendor under the pricing, feature descriptions, and terms set forth herein; and

WHEREAS, the parties desire that this Document govern the commercial terms for the features and pricing specified below, subject to the terms and conditions of any underlying master services agreement where applicable.

Scope of Work

Deliverables, acceptance criteria, and feature activation timelines shall be as specified:

Pricing and Features

The following table sets forth the offered features, unit pricing and standard quantities. All pricing is in U.S. dollars unless otherwise indicated.

Payment Terms

Total Contract Amount:

Late Payment Fee: . Payments not received within days of invoice due date shall be subject to the late fee and all reasonable collection costs.

Taxes: All fees are exclusive of taxes. Client shall be responsible for any sales, use or other taxes attributable to the transaction, except taxes based on Vendor's net income.

Term and Termination

Term Start Date: . Term End Date: .

Either party may terminate for material breach if the breaching party fails to cure such breach within the notice period specified above. Termination shall not relieve Client of its obligation to pay for services performed or goods delivered prior to the effective date of termination.

Confidentiality

Each party agrees to maintain in confidence all Confidential Information disclosed by the other party and to use such information only for the performance and exercise of rights under this Document. Confidential Information does not include information that (a) is or becomes generally available to the public through no fault of the receiving party; (b) was rightfully known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law, provided the disclosing party is given prompt notice and opportunity to seek protective relief.

Limitation of Liability (Commercial)

Except as expressly set forth in a separate agreement between the parties, each party's aggregate liability for damages arising out of or related to this Document shall not exceed the total fees paid by Client to Vendor under this Document in the twelve (12) months preceding the claim. Neither party shall be liable for consequential, incidental, punitive or special damages absent willful misconduct.

Governing Law

This Document shall be governed by and construed in accordance with the laws of the state of , without regard to its conflict of law principles.

Entire Agreement

This Document, together with any referenced exhibits and the parties' duly executed master agreement (if any), constitutes the entire agreement between the parties concerning the subject matter herein and supersedes all prior and contemporaneous communications, proposals, and agreements, whether oral or written, concerning such subject matter. Any amendment must be in writing and signed by authorized representatives of both parties.

Representations and Certifications

Each party represents that it has the full power and authority to enter into this Document and that the individual signing below is authorized to bind such party. Client certifies that it has reviewed the pricing, features, and terms set forth above and accepts them as reflected by the signatures below.

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