Product Development Plan

PRODUCT DEVELOPMENT PLAN AND SERVICES AGREEMENT

Client Name:   Developer Name:

Effective Date:

WHEREAS

WHEREAS, Client is engaged in the business of conceptualizing, marketing, or selling goods or services and seeks to commission development of a new product or enhancement (the "Product"); and

WHEREAS, Developer possesses the technical expertise, personnel, and facilities to perform design, engineering, prototyping, testing and related services necessary to develop the Product; and

WHEREAS, the parties desire to set forth the scope, deliverables, schedule, compensation and other terms under which Developer will perform services to develop the Product.

SCOPE OF WORK

Plan Objective:

Deliverables (summarize expected deliverables, formats, and acceptance criteria):

Milestones and Target Dates:

Target Completion Date:

Target Completion Date:

Target Completion Date:

Optional Services (check applicable): Prototype development Validation & testing Manufacturing support

PAYMENT TERMS

Total Development Fee:

Payment Schedule:

Invoicing and Taxes: Developer will invoice Client as set forth above. Client shall pay all invoiced amounts within the agreed payment terms. All fees are exclusive of taxes, duties or assessments imposed by any governmental authority, which shall be paid by Client unless legally exempt.

TERM AND TERMINATION

Term Start Date:

Term End Date (or milestone completion):

Termination for Convenience: Either party may terminate this Agreement upon written notice to the other party delivered at least days prior to the effective date of termination.

Termination for Cause: Either party may terminate immediately upon material breach by the other party that is not cured within days after written notice specifying the breach. Upon termination, Developer shall deliver all work-in-progress and Client shall pay for all work performed and reasonable, documented costs incurred prior to termination.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public business, technical and financial information disclosed by a party to the other party in connection with this Agreement, whether disclosed orally, in writing, or by inspection.

Obligations: Each party shall (i) use Confidential Information only for performance under this Agreement, (ii) restrict disclosure to employees, contractors and agents with a need to know, and (iii) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Duration: Confidentiality obligations shall continue for from the date of disclosure, except for trade secrets which shall be protected for as long as they remain trade secrets under applicable law.

INTELLECTUAL PROPERTY

Ownership: Unless otherwise agreed in a separate written instrument, Developer assigns to Client all right, title and interest in and to all Work Product (including designs, drawings, code, documentation and inventions) created specifically for Client under this Agreement, upon full payment of fees due. Developer may retain pre-existing tools, methodologies and know-how, and no assignment of Developer's general skills or background is intended hereby.

Further Assurances: Each party shall execute and deliver such instruments and take such further actions as may be reasonably necessary to effectuate the foregoing transfer of rights.

WARRANTIES AND LIMITATIONS

Developer warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES AND WORK PRODUCT ARE PROVIDED "AS IS" AND DEVELOPER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability: IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. DEVELOPER'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO DEVELOPER UNDER THIS AGREEMENT.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. Venue for any dispute shall be in a court of competent jurisdiction located in that State.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or statements of work signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. Any amendment must be in writing and signed by authorized representatives of both parties.

NOTICES

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