Project Requirements Specification

PROJECT REQUIREMENTS SPECIFICATION AND SERVICE AGREEMENT

This Project Requirements Specification and Service Agreement (the Agreement) is entered into as of Effective Date: by and between:

WHEREAS

WHEREAS, Client requires certain services and deliverables described in this Agreement and wishes to engage Service Provider to perform such services under the terms herein; and

WHEREAS, Service Provider represents that it has the necessary skills, personnel, and expertise to perform the work described in this Project Requirements Specification in a professional and workmanlike manner; and

WHEREAS, the parties desire to set forth the scope, deliverables, payment terms, and other material terms applicable to the project in this Agreement.

SCOPE OF WORK

The Service Provider shall perform the work and provide the deliverables described below in accordance with the acceptance criteria and schedule specified. The scope may be modified only by a written Change Order executed by both parties.

PROJECT SCHEDULE AND MILESTONES

The parties agree to the following milestone schedule. Time is of the essence for each specified milestone and any change shall be documented in a written Change Order.

PAYMENT TERMS

Client shall pay Service Provider for the services and deliverables rendered in accordance with the following payment provisions. All fees are stated in U.S. dollars unless otherwise noted.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated as set forth below.

CONFIDENTIALITY

Each party acknowledges that in connection with this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical, financial and other material disclosed in any form. Each receiving party shall: (a) use Confidential Information only for performing its obligations under this Agreement; (b) restrict disclosure to employees, contractors, or agents who have a need to know and are bound by confidentiality obligations at least as protective as this Section; and (c) protect Confidential Information with reasonable care but no less than a reasonable degree of care. Confidential Information does not include information that is publicly available through no fault of the receiving party, already in the receiving party’s possession without restriction, or rightfully received from a third party without breach. Upon termination or written request, receiving party shall return or destroy Confidential Information and certify such return or destruction in writing.

INTELLECTUAL PROPERTY AND DELIVERABLES

Unless otherwise agreed in writing, Service Provider assigns to Client all right, title and interest in and to the final deliverables specifically created for Client under this Agreement (the Work Product). Service Provider retains ownership of its pre-existing materials, tools, methodologies, and general know-how. To the extent Service Provider incorporates any of its pre-existing materials into the Work Product, Service Provider grants Client a perpetual, non-exclusive, worldwide, royalty-free license to use those pre-existing materials as incorporated in the Work Product.

WARRANTIES; LIMITATIONS OF LIABILITY

Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY OTHER WARRANTIES, AND EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. The aggregate liability of either party arising out of or related to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) months prior to the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties consent to the exclusive jurisdiction of the courts located within that state for resolution of disputes.

ENTIRE AGREEMENT

This Agreement, including any attachments and written Change Orders executed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment, modification or waiver of any provision of this Agreement will be effective unless in writing and signed by both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger or sale of substantially all assets. Notices under this Agreement shall be in writing and delivered to the addresses shown above.

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