Software Installation Agreement

SOFTWARE INSTALLATION AGREEMENT

This Software Installation Agreement (the "Agreement") is entered into as of Effective Date: by and between the following parties.

RECITALS

WHEREAS, Provider develops, configures and installs software applications and related components, and represents that Provider has the technical skill and experience to perform the services described in this Agreement; and

WHEREAS, Client desires to engage Provider to install, configure and commission the software product identified in the Scope of Work and Provider is willing to perform such installation under the terms and conditions set forth herein; and

WHEREAS, the parties intend for the installation to result in a functional, production-ready implementation subject to Acceptance Testing described below.

SCOPE OF WORK

Provider shall perform the installation, configuration, integration, initial data migration (if applicable), system testing and on-site or remote commissioning services for the software product described below. Provider will provide personnel reasonably skilled and experienced to perform the tasks identified in the Scope of Work.

INSTALLATION SCHEDULE & ACCEPTANCE

Estimated installation commencement date: . Estimated substantial completion date:

Following installation, Provider will conduct Acceptance Testing described in the Scope of Work. Client shall have days to perform acceptance tests and either (a) provide written notice of acceptance, or (b) provide a written list of deficiencies. If Client fails to return a written rejection within that period, the installation shall be deemed accepted.

PAYMENT TERMS

As consideration for the installation services, Client will pay Provider the total amount of $ (the "Contract Price"), payable in accordance with the schedule below.

Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and Client shall be responsible for all reasonable collection costs and attorneys' fees incurred by Provider in collecting past due amounts.

TERM AND TERMINATION

This Agreement shall commence on the Effective Date set forth above and shall continue until: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon days' prior written notice. In the event of termination for convenience, Client shall pay Provider for all services performed and expenses incurred through the effective date of termination, including amounts reasonably allocable to partially completed work.

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Termination for cause does not relieve the breaching party of liability for damages.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by either party that is designated confidential or that a reasonable person would understand to be confidential under the circumstances. Each party shall: (i) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (ii) not disclose Confidential Information to any third party except to employees, contractors or agents who have a need to know and are bound by confidentiality obligations at least as restrictive as those in this Agreement; and (iii) use Confidential Information solely to perform obligations under this Agreement.

Confidential Information does not include information that: (a) is or becomes public through no fault of the receiving party; (b) was in the receiving party's possession without restriction prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the other party's Confidential Information. If a receiving party is required by law to disclose Confidential Information, it shall provide prompt written notice to the disclosing party and cooperate reasonably to seek protective measures.

WARRANTY; LIMITATION OF LIABILITY; INDEMNIFICATION

Provider warrants that the installation services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards for similar services. For any breach of this warranty, Provider will re-perform the nonconforming services at no additional charge. THE FOREGOING IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID OR PAYABLE TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES.

Client shall indemnify, defend and hold Provider and its officers, agents and employees harmless from and against any third-party claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising out of Client's breach of this Agreement or Client-provided materials, except to the extent caused by Provider's gross negligence or willful misconduct.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of , without regard to choice-of-law principles. The parties agree that any dispute arising out of or relating to this Agreement shall be resolved first through good faith negotiation between senior representatives. If unresolved within thirty (30) days, the parties may pursue any remedies available at law or in equity in the courts of the chosen jurisdiction.

ENTIRE AGREEMENT; MISCELLANEOUS

This Agreement, together with any documents expressly incorporated herein, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment or modification shall be effective unless in a writing signed by both parties.

Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

NOTICES

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