Software Services Agreement

SOFTWARE SERVICES AGREEMENT

This Software Services Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: located at Client Address: and Service Provider Name: located at Service Provider Address: .

RECITALS

WHEREAS, Service Provider is engaged in the business of developing, implementing and maintaining software applications and providing related professional services; and

WHEREAS, Client desires to retain Service Provider to perform the services described in this Agreement, and Service Provider is willing to perform such services on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:

SCOPE OF WORK

PAYMENT TERMS

Invoices shall be rendered in accordance with the Payment Schedule. Client shall pay all undisputed invoices within Thirty (30) days of receipt. Any disputed portions must be notified in writing within ten (10) days and the parties shall negotiate in good faith. Late payments shall accrue the Late Payment Fee set forth above and Service Provider may suspend performance if undisputed amounts remain unpaid for more than thirty (30) days after written notice.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for any material breach by the other party that remains uncured for a period of Notice Period: days following written notice. Either party may also terminate for convenience upon written notice of termination to the other party provided that Client shall pay for all services rendered and reasonable costs incurred through the termination effective date.

Upon termination, Service Provider shall deliver all work in progress and, upon payment of amounts due, shall assign to Client all right, title and interest in Work Product as set forth in the Intellectual Property section below.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by one party to the other, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential. Each party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a strict need to know and are bound by confidentiality obligations no less protective than those in this Agreement. The foregoing obligations do not apply to information that is (i) publicly known through no breach of this Agreement, (ii) received from a third party without restriction, (iii) independently developed without use of Confidential Information, or (iv) required to be disclosed by law or court order, provided the disclosing party gives prompt notice and cooperates with any protective measures.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider hereby assigns to Client all right, title and interest in and to the Work Product created specifically for Client under this Agreement, provided Client has paid all amounts due. Service Provider retains ownership of pre-existing tools, libraries, methodologies, and general know-how incorporated into the Work Product, and grants Client a perpetual, non-exclusive, royalty-free license to use such pre-existing materials to the extent necessary to use the Work Product. For any open-source components used, the parties shall comply with the applicable open-source licenses.

WARRANTIES; LIMITATION OF LIABILITY

Service Provider warrants that the services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY FOR CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

INDEMNIFICATION

Each party shall indemnify and hold harmless the other party from and against any third-party claims arising from the indemnifying party's breach of this Agreement, negligence, or willful misconduct. The indemnified party shall promptly notify the indemnifying party of any claim and cooperate in the defense, which shall be conducted by counsel chosen by the indemnifying party.

NOTICES

All notices under this Agreement must be in writing and delivered to the addresses below for each party. Notice to Client:

Notice to Service Provider:

GOVERNING LAW; DISPUTE RESOLUTION

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. The parties agree to first attempt to resolve disputes through good-faith negotiation, and if unresolved, to submit the dispute to binding arbitration in the chosen jurisdiction.

ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements, understandings and communications. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Relationship of Parties: The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship. Assignment: Neither party may assign this Agreement without the other's prior written consent except to an affiliate or in connection with a merger or sale of substantially all assets, provided the assignee assumes the assigning party's obligations. Severability: If any provision is held unenforceable, the remainder shall remain in full force and effect.

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