Professional Developer Contract

PROFESSIONAL DEVELOPER CONTRACT

This Professional Developer Contract (the "Agreement") is entered into as of Effective Date: by and between Client Name: whose principal place of business is (hereinafter "Client"), and Developer Name: whose principal place of business is (hereinafter "Developer"). Client and Developer are collectively referred to as the "Parties" and individually as a "Party."

RECITALS

WHEREAS, Client desires to engage Developer to design, develop, and deliver certain software, code, documentation and related services described in this Agreement; and

WHEREAS, Developer has the necessary experience, personnel and technical capability to perform the software development and related services described in this Agreement; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the development, delivery, acceptance, ownership, and licensing of the work product.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the Parties agree as follows:

1. ENGAGEMENT; SCOPE OF SERVICES

1.1 Engagement. Client hereby engages Developer, and Developer accepts such engagement, to provide the services described in the Scope of Services attached to this Agreement or described below (the "Services"). Developer shall perform the Services in a professional, workmanlike manner in accordance with industry standards.

2. CHANGE ORDERS

2.1 Any change to the Scope of Services shall be authorized only by a written change order signed by both Parties specifying adjustments to fees, schedule, and deliverables. Developer shall not be obligated to perform work outside the Scope of Services until a change order is executed.

3. COMPENSATION AND EXPENSES

3.1 Fees. In consideration for the Services, Client shall pay Developer the fees set forth herein or in an attached statement of work. Fees shall be paid in accordance with the Payment Schedule below.

3.2 Late Payment. Amounts not paid when due shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law. Client shall reimburse Developer for reasonable costs of collection, including attorneys' fees.

4. ACCEPTANCE

4.1 Acceptance Testing. Upon delivery of each Deliverable, Client shall have a period of days to test and either accept the Deliverable or provide written notice of defects. If Client does not provide timely notice, the Deliverable shall be deemed accepted.

5. INTELLECTUAL PROPERTY; LICENSES

5.1 Work Product Ownership. Subject to Client's payment of amounts due under this Agreement, Developer assigns to Client all right, title and interest in and to the Work Product created specifically for Client under this Agreement, including copyrights and all intellectual property rights therein. "Work Product" means software, source code, object code, documentation, designs and other tangible results of the Services.

5.2 Pre-Existing Materials. Notwithstanding the foregoing, Developer shall retain ownership of (a) Developer's pre-existing tools, libraries, templates, utilities, and other materials ("Developer Materials"), and (b) general skills, ideas, know-how and techniques. To the extent Developer incorporates Developer Materials into the Work Product, Developer hereby grants Client a perpetual, worldwide, non-exclusive, royalty-free license to use such Developer Materials as embedded in the Work Product solely for Client's internal business purposes.

6. CONFIDENTIALITY

6.1 Definition. "Confidential Information" means non-public information disclosed by a Party that is marked confidential or would reasonably be understood to be confidential given the nature of the information.

6.2 Obligations. Each Party shall (a) hold Confidential Information in confidence using at least the same degree of care used to protect its own confidential information, (b) not disclose Confidential Information to third parties except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations, and (c) use Confidential Information only for performance of this Agreement.

6.3 Term. The confidentiality obligations herein shall continue for a period of years following termination or expiration of this Agreement, except with respect to trade secrets which shall be protected for so long as they remain trade secrets under applicable law.

7. REPRESENTATIONS AND WARRANTIES

7.1 Developer Warranty. Developer represents and warrants that (a) Developer will perform the Services in a professional and workmanlike manner consistent with industry standards, (b) the Work Product will not infringe the intellectual property rights of any third party, and (c) to Developer's knowledge, there are no facts that would reasonably be expected to prevent Developer from performing its obligations.

7.2 Warranty Period. Developer will correct, at Developer's expense, material defects reported in writing by Client within days after acceptance of the applicable Deliverable. This remedy is Client's exclusive remedy for breach of the Developer warranty set forth in this Section.

7.3 Disclaimer. Except for the warranties expressly set forth in this Agreement, Developer disclaims all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose and non-infringement.

8. INDEMNIFICATION

8.1 Developer Indemnity. Developer shall indemnify, defend and hold harmless Client and its officers, directors, employees and agents from and against any third-party claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of a claim that the Work Product, as delivered by Developer and used in accordance with this Agreement, infringes a third party's intellectual property rights; provided that Client (a) promptly notifies Developer in writing of the claim, (b) allows Developer sole control of the defense and settlement of the claim, and (c) provides reasonable assistance at Developer's expense.

8.2 Client Indemnity. Client shall indemnify and hold Developer harmless from claims arising from Client's use of the Work Product in combination with other products or materials not supplied by Developer, or from Client-provided content.

9. LIMITATION OF LIABILITY

9.1 Except for liability arising from a Party's gross negligence, willful misconduct, or breach of the indemnification or confidentiality obligations, neither Party shall be liable to the other for any indirect, incidental, special, consequential or punitive damages, including lost profits, even if advised of the possibility of such damages.

9.2 Aggregate Liability. Each Party's aggregate liability for claims arising out of or related to this Agreement shall not exceed the total amounts paid or payable by Client to Developer under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

10. TERM AND TERMINATION

10.1 Term. This Agreement shall commence on the Effective Date and continue until the completion of the Services unless earlier terminated in accordance with this Section.

10.2 Termination for Cause. Either Party may terminate this Agreement upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within days after receiving written notice specifying the breach.

10.3 Termination for Convenience. Client may terminate this Agreement for convenience upon days' prior written notice to Developer, in which case Developer shall be entitled to payment for Services performed and reasonable costs incurred through the effective date of termination.

11. INDEPENDENT CONTRACTOR

11.1 Status. Developer is an independent contractor and not an employee, partner or joint venturer of Client. Developer shall have no authority to bind Client and shall be solely responsible for all withholding taxes, benefits and other obligations of an employer.

12. INSURANCE

12.1 During the term of this Agreement, Developer shall maintain commercial general liability insurance and professional liability/errors & omissions insurance in customary amounts for the industry. Upon request, Developer shall provide certificates of insurance evidencing coverage.

13. NOTICES

13.1 All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as a Party may designate in writing).

14. AMENDMENTS; WAIVER; SEVERABILITY

14.1 Amendments. No amendment or modification of this Agreement shall be effective unless in writing and signed by both Parties.

14.2 Waiver. No failure or delay by either Party in exercising any right shall operate as a waiver of that right.

14.3 Severability. If any provision of this Agreement is held 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 provision with a valid provision that achieves, to the extent possible, the intended economic and legal effect.

15. GOVERNING LAW; COUNTERPARTS

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

15.2 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Facsimile or electronic signatures shall be permitted and treated as originals.

16. ENTIRE AGREEMENT

16.1 This Agreement, together with all exhibits and statements of work referenced herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written.

17. MISCELLANEOUS

17.1 Assignment. Neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, except that Client may assign this Agreement in connection with a sale of substantially all of its assets or a corporate merger.

17.2 Subcontracting. Developer may engage subcontractors to perform portions of the Services so long as Developer remains responsible for performance and compliance with this Agreement.

17.3 Non-Solicitation. During the term of this Agreement and for a period of months thereafter, neither Party shall solicit for employment any individual who is employed by the other Party at the time of solicitation without the other Party's prior written consent.

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