Project Discovery Phase Contract

PROJECT DISCOVERY PHASE CONTRACT

This Project Discovery Phase Contract (the "Agreement") is entered into as of by and between:

Client Name:   Address:

Service Provider:   Address:

WHEREAS

WHEREAS, Client seeks to evaluate the technical, commercial and user experience requirements for the project identified as ; and

WHEREAS, Service Provider has relevant expertise to perform research, stakeholder interviews, requirement gathering, and produce discovery deliverables necessary to define scope and cost for subsequent phases; and

WHEREAS, the parties wish to set forth the terms under which Service Provider will perform the Discovery Phase and Client will compensate Service Provider.

SCOPE OF WORK

Service Provider shall perform the Discovery Phase activities described below and produce the deliverables specified. All work shall be performed with reasonable skill and care in a professional manner consistent with industry standards.

PAYMENT TERMS

Client shall pay Service Provider the fees specified below in consideration for the Discovery Phase work and deliverables. All fees are exclusive of applicable taxes unless otherwise stated.

Unpaid amounts shall accrue interest at on outstanding balances, calculated monthly, plus reasonable collection costs.

Client will reimburse pre-approved, reasonable out-of-pocket expenses. Check to indicate expenses require prior written approval:

TERM AND TERMINATION

This Agreement commences on Start Date and continues until End Date unless earlier terminated in accordance with this Section.

Start Date:   End Date:

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured for the notice period above following written notice. Termination shall not relieve Client of the obligation to pay fees for work performed and commitments made prior to termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other, whether in oral, written, electronic or other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Each party shall: (a) use the Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to its employees, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein; and (c) take reasonable measures to protect against unauthorized disclosure. Confidential Information does not include information that is or becomes publicly available without breach, already known to recipient prior to disclosure, rightfully received from a third party without restriction, or independently developed without use of or reference to the disclosing party's Confidential Information.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider assigns to Client all right, title and interest in and to deliverables created specifically for Client under this Agreement upon full payment of fees owed for the Discovery Phase. Service Provider retains ownership of pre-existing tools, templates, methodologies and know-how, and grants Client a non-exclusive, non-transferable license to use such pre-existing materials only to the extent embodied within the deliverables.

LIMITATION OF LIABILITY

Except for gross negligence or willful misconduct, neither party will be liable for consequential, incidental, special, or punitive damages. The aggregate liability of either party for any claim arising under this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement.

GOVERNING LAW

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

ENTIRE AGREEMENT

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

MISCELLANEOUS

The parties are independent contractors. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or purchaser of substantially all assets. Notices shall be in writing and delivered to the addresses set forth above.

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