Project Deliverables Sheet

PROJECT DELIVERABLES SHEET AND GENERAL BUSINESS AGREEMENT

This Project Deliverables Sheet and General Business Agreement (the Agreement) is entered into as of Effective Date:

Parties

Recitals

WHEREAS, Client desires to procure certain services, work product, and project deliverables as described in this Agreement; and

WHEREAS, Contractor possesses the expertise, personnel, and resources necessary to perform the services and provide the deliverables; and

WHEREAS, the parties intend to set forth the scope, schedule, compensation, and terms governing delivery, acceptance, confidentiality, and termination of the work.

Scope of Work

Contractor shall perform the services and deliver the items described below. The parties acknowledge that the description below sets forth the primary scope; specific tasks, milestones, and acceptance criteria for each deliverable are included in the Deliverables section.

Deliverables

The following table enumerates the distinct deliverables, target due dates, acceptance criteria, and associated fees. Contractor shall provide each deliverable in accordance with the acceptance criteria and schedule below.

Payment Terms

Client shall pay Contractor the fees set forth for each deliverable. Fees are exclusive of applicable taxes unless otherwise stated.

Invoicing and Payment Timing: Client shall pay undisputed invoices within days of receipt of invoice. Invoices shall reference the applicable deliverable and milestone.

Late Payment: Unpaid amounts shall accrue interest at the lesser of % per month or the maximum permitted by applicable law. Contractor may suspend performance for amounts past due after notice.

Acceptance Procedure

For each deliverable, Client shall perform review and acceptance testing within business days of delivery. Deliverables that materially conform to the acceptance criteria shall be deemed accepted. If Client provides written notice of deficiencies within that period, Contractor shall correct deficiencies in a commercially reasonable time at no additional fee unless the deficiency arises from change in scope.

Term and Termination

Term Commencement Date:     Term Expiration Date:

Either party may terminate this Agreement for convenience upon written notice to the other party given at least days prior to termination. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for deliverables accepted prior to termination.

Early termination for cause: Acknowledged

Confidentiality

Each party shall treat Confidential Information of the other party as confidential and shall not disclose such information except to its employees, consultants, or advisers who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. "Confidential Information" excludes information that is (a) publicly available through no breach, (b) known to the recipient prior to disclosure as evidenced by written records, (c) independently developed without use of Confidential Information, or (d) rightfully obtained from a third party without restriction.

Confidentiality Term (survival): The obligations of confidentiality shall continue for a period of years following termination or expiration of this Agreement, except for trade secrets which shall be protected for as long as they remain trade secrets under applicable law.

Change Orders

Any changes to the scope, schedule, or fees shall be made only by a written change order signed by authorized representatives of both parties. Adjustments to price and schedule resulting from a change order shall be reflected in an amended deliverable entry or an addendum to this Deliverables Sheet.

Warranties and Remedies

Contractor warrants that deliverables will materially conform to the acceptance criteria for a period of sixty (60) days after acceptance. Contractor's sole obligation and Client's sole remedy for breach of this warranty will be correction or replacement of the nonconforming deliverable or, at Contractor's option, refund of the fees paid for that deliverable.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles. The parties shall attempt to resolve disputes in good faith, and if unresolved, submit to binding arbitration by a single arbitrator in the agreed jurisdiction unless otherwise required by law.

Entire Agreement

This Agreement, including the Deliverables Sheet and any executed change orders, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No modification shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Contractor may assign to an affiliate or in connection with a sale of substantially all its assets. Severability: If any provision is held invalid, the remainder shall remain in effect. Notices: Notices shall be in writing and delivered to the addresses set forth above.

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