Software Release Agreement

SOFTWARE RELEASE AGREEMENT

Parties

Recitals

WHEREAS, Provider is engaged in the development, maintenance, and release of software products and possesses the technical expertise necessary to prepare and deliver the release described herein; and

WHEREAS, Client desires to obtain from Provider the software release identified as (the Release), and Provider agrees to deliver such Release under the terms of this Agreement.

WHEREAS, the parties wish to set forth the terms and conditions governing the delivery, acceptance, payment, confidentiality, and allocation of risk related to the Release effective as of .

Scope of Work

Provider shall prepare, package, and deliver the Release and associated deliverables as described below. The scope includes software binaries, release notes, installation instructions, and any agreed updates to documentation. Provider will coordinate with Client for deployment windows and support transitional activities as set forth in this section.

Deliverables and Acceptance

Provider will submit the Release to Client in the agreed delivery format. Client shall have a period of calendar days from delivery to perform acceptance testing in accordance with the acceptance criteria specified in the scope. If Client provides written notice of rejection with specific deficiencies during the acceptance period, Provider will use commercially reasonable efforts to remedy the deficiencies at no additional charge. If Client fails to provide notice within the acceptance period, the Release will be deemed accepted.

Payment Terms

In consideration of the performance of the obligations described herein, Client shall pay Provider the fees and expenses set forth below. All amounts are denominated in United States dollars unless otherwise agreed in writing.

Late payments not disputed in good faith shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, calculated from the date payment was due until paid. In addition, Client will reimburse Provider for reasonable collection costs, including attorneys' fees, arising from delinquent payments.

Term and Termination

This Agreement shall commence on the Effective Date and remain in effect until completion of the Provider's delivery and Client's acceptance, unless earlier terminated in accordance with this section. The commercial term is defined as: Start Date and End Date .

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice. Either party may terminate for convenience upon days' prior written notice to the other. Termination shall not relieve Client of its obligation to pay for services performed and deliverables accepted prior to termination.

Confidentiality

Each party acknowledges that in the course of performance it may receive or have access to confidential or proprietary information of the other party ("Confidential Information"). Confidential Information shall include nonpublic technical and business information, source code, object code, algorithms, trade secrets, customer lists, pricing, and other commercially valuable information. Each party agrees: (a) to hold the other's Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not to use Confidential Information except to perform its obligations under this Agreement; and (c) not to disclose Confidential Information to any third party except to employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein.

Confidentiality obligations shall not apply to information that: (i) is or becomes generally available to the public through no fault of the receiving party; (ii) was lawfully in the receiving party's possession prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information. Either party may disclose Confidential Information to the extent expressly required by law, provided the disclosing party gives prompt notice to the other to permit a protective order or other remedy.

Warranties and Limitations

Provider warrants that at the time of delivery the Release will materially conform to the agreed acceptance criteria for a period of 30 days following acceptance. Provider's sole obligation under this warranty is to use commercially reasonable efforts to remedy any material nonconformity reported in writing within the warranty period. EXCEPT FOR THE FOREGOING WARRANTY, THE RELEASE IS PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or breach of its obligations under this Agreement. The indemnified party shall provide prompt written notice of any claim and cooperate in the defense. The indemnifying party shall have the right to control the defense and settlement of any such claim, provided that it shall not settle any claim admitting liability or imposing obligations on the indemnified party without the indemnified party's prior written consent.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes arising under this Agreement.

Entire Agreement

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

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by notice. Notices shall be deemed given upon personal delivery, confirmed electronic delivery, or three business days after deposit with the postal service when mailed by certified mail.

Execution

The undersigned representatives each represent that they are authorized to enter into this Agreement on behalf of their respective party and that execution by electronic signature, facsimile, or scanned image of a manually signed document shall be binding.

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