Project Phase C Document

PROJECT PHASE C DOCUMENT

This Project Phase C Document (the "Agreement") is entered into as of Effective Date: by and between Client Name: and Contractor Name: .

RECITALS

WHEREAS, Client and Contractor have collaborated on prior project phases and now desire to define the scope, deliverables and commercial terms for Phase C of the Project; and

WHEREAS, Contractor possesses the technical expertise, personnel and resources necessary to complete the services described in this Agreement in accordance with the schedule and standards set forth below; and

WHEREAS, the parties intend for this Agreement to govern responsibilities, payment, confidentiality and termination specific to Phase C.

SCOPE OF WORK

Contractor shall perform the tasks, deliverables and milestones described in this section for Phase C. Contractor will perform such work in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

Client shall compensate Contractor for completion of Phase C in accordance with the payment schedule below. All amounts are payable in U.S. dollars unless otherwise specified. Unless otherwise agreed in writing, Contractor shall invoice Client and Client shall pay invoices in accordance with the schedule below.

Invoices are due and payable within days of receipt. Past due amounts shall accrue late fees at the rate of percent per month (or the maximum lawful rate, if lower). In addition to late fees, Client shall reimburse Contractor for reasonable collection costs and legal fees incurred to collect overdue amounts.

TERM AND TERMINATION

This Agreement commences on Start Date: and shall continue in effect until End Date: unless earlier terminated in accordance with this section.

Upon termination for any reason, Client shall pay Contractor for work performed and reasonably incurred costs through the effective date of termination. Sections that by their nature survive termination (including confidentiality, indemnity, payment and intellectual property ownership provisions) shall survive.

CONFIDENTIALITY

Each party acknowledges that during performance it may receive Confidential Information of the other. "Confidential Information" means non-public information disclosed in any form that is designated confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure.

The receiving party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) limit disclosure to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that is or becomes generally known through no breach of this Agreement, was lawfully known to the receiving party prior to disclosure, is rightfully received from a third party without restrictions, or is independently developed without use of the disclosing party's Confidential Information.

The parties acknowledge that monetary damages may be inadequate to remedy breach of confidentiality and agree that injunctive relief shall be an available remedy in addition to any other remedies at law or equity.

INTELLECTUAL PROPERTY AND OWNERSHIP

Unless otherwise agreed in writing, Contractor grants to Client a non-exclusive, worldwide, perpetual license to use deliverables produced specifically for Client under this Agreement, conditioned upon payment in full of all amounts due. Contractor retains ownership of its pre-existing tools, methodologies and general know-how. Ownership of newly created source code, design materials and documentation shall transfer to Client upon full payment unless parties agree otherwise in writing.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to Phase C and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

The parties have executed this Agreement by their duly authorized representatives.

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