Software Uninstall Form

SOFTWARE UNINSTALL AGREEMENT

Client Name:    Vendor Name:

Effective Date:

WHEREAS

WHEREAS, Client previously licensed, deployed, or otherwise authorized the installation of certain software and associated components; and

WHEREAS, Client requests Vendor to perform the complete or partial removal and decommissioning of specified software from identified systems, and Vendor has the expertise and authority to perform such uninstall services under the terms set forth herein; and

WHEREAS, the Parties desire to set forth their respective obligations, payment terms, confidentiality obligations and other terms applicable to the uninstall services.

SCOPE OF WORK

Vendor shall perform the uninstall services described below in a professional and workmanlike manner consistent with industry standards. Services include removal of software components, cleanup of related services/processes, and basic verification that the software is no longer operational on the identified systems.

SOFTWARE INVENTORY & TARGET SYSTEMS

Target Uninstall Date:    Estimated Downtime (hours):

PRE-UNINSTALL CHECKLIST & AUTHORIZATIONS

Backup of affected systems completed and verified by Client

Administrative access credentials provided to Vendor for uninstall

End users and affected personnel have been notified by Client

DATA RETENTION / DESTRUCTION

Client authorizes Vendor to:

Preserve user data and transfer to Client-designated location

Securely destroy residual application data as described below

PAYMENT TERMS

Client shall pay Vendor the fees for uninstall services as set forth below. Unless otherwise agreed in writing, all fees are due in accordance with the schedule provided and are non-refundable once services have been performed.

TERM AND TERMINATION

This Agreement commences on and continues until completion of the Scope of Work or until , unless earlier terminated in accordance with this section.

CONFIDENTIALITY

Each Party shall maintain as confidential and shall not disclose to any third party any non-public information obtained from the other Party in connection with this Agreement, including system configurations, credentials, and customer data ("Confidential Information"), except as required by law. Confidential Information does not include information that is or becomes publicly available other than by breach of this Agreement.

Vendor shall implement commercially reasonable administrative, physical and technical safeguards to protect any Confidential Information and shall limit access to personnel who have a need to know to perform the uninstall services. Upon termination or completion, Vendor shall return or destroy Confidential Information as directed by Client, subject to documented backup retention instructions.

LIMITATION OF LIABILITY; INDEMNITY

Vendor will exercise reasonable care in performing services but does not guarantee results where software interactions with other systems are complex. EXCEPT FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT. VENDOR'S AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO VENDOR UNDER THIS AGREEMENT.

Client shall indemnify, defend and hold Vendor harmless from and against claims arising from Client's failure to provide accurate system information or to obtain necessary third-party consents required to perform the uninstall.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to choice of law principles.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments executed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings and representations, whether written or oral. Any modification must be in writing and executed by authorized representatives of both Parties.

REPRESENTATIONS AND AUTHORIZATION

By signing below, each Party represents and warrants that it has authority to enter into this Agreement and that the individual signing on its behalf is duly authorized to bind that Party. Client acknowledges that Vendor may need to access production systems and that Client assumes responsibility for verifying backups and confirmations required herein.

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