Software Update Agreement

SOFTWARE UPDATE AGREEMENT

This Software Update Agreement (the "Agreement") is entered into by and between:

RECITALS

WHEREAS, Provider develops, maintains, and distributes software and related updates, patches, and enhancements (collectively, "Updates");

WHEREAS, Client licenses or uses certain software products from Provider and desires to receive Updates and related services under the terms set forth herein;

WHEREAS, Provider is willing to provide Updates and Client is willing to compensate Provider in accordance with the terms and conditions of this Agreement.

SCOPE OF WORK

Provider shall develop, deliver, test, and deploy Updates to the software products identified in Appendix A (the "Software"). Updates include bug fixes, security patches, minor feature enhancements, and other modifications expressly described in the Scope of Work below. Provider will also provide release notes and any necessary instructions for installation or deployment.

DELIVERY AND ACCEPTANCE

Provider will deliver Updates in accordance with the schedule set forth in the Scope of Work. Client shall perform acceptance testing within the acceptance period specified in the Scope of Work. Failure by Client to provide timely written rejection specifying nonconformities shall constitute acceptance of the Update.

PAYMENT TERMS

Client shall pay Provider for Updates and related services as follows:

All amounts are payable in U.S. dollars unless otherwise agreed in writing. Client shall reimburse Provider for reasonable costs of collection, including attorneys' fees, for past due amounts.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing written notice no fewer than days to the other party. Either party may terminate immediately for material breach by the other party that remains uncured for thirty (30) days following written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and costs incurred through the effective date of termination.

CONFIDENTIALITY

Each party (the "Receiving Party") shall keep confidential all non-public information disclosed by the other party (the "Disclosing Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Receiving Party shall not disclose Confidential Information to any third party except (i) to employees or contractors on a need-to-know basis who are bound by confidentiality obligations at least as protective as those herein, or (ii) as required by law, provided Receiving Party gives prompt written notice to Disclosing Party to allow Disclosing Party to seek protective relief. Confidential Information does not include information that is (A) known to the Receiving Party at the time of disclosure without restriction, (B) becomes publicly available through no wrongful act of the Receiving Party, or (C) independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

INTELLECTUAL PROPERTY

Provider retains all right, title, and interest in and to the Software, Updates, and any modifications, derivative works, or enhancements thereto, including all intellectual property rights. Client is granted a limited, non-exclusive, non-transferable license to use Updates pursuant to the terms of Client's existing license agreement with Provider. Nothing in this Agreement conveys ownership of Provider's intellectual property to Client.

WARRANTY; DISCLAIMER

Provider warrants that the Updates will materially conform to the specifications set forth in the Scope of Work for a period of thirty (30) days following acceptance. Provider's sole obligation and Client's exclusive remedy for breach of this warranty shall be, at Provider's option, repair or replacement of the nonconforming Update. EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

LIMITATION OF LIABILITY

IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR LIABILITY ARISING FROM A BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, EACH PARTY'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

INDEMNIFICATION

Provider shall defend, indemnify, and hold Client harmless from and against any third-party claim that an Update infringes a third party's issued patent, copyright, or trade secret, provided Provider is given prompt written notice and sole control of the defense and any settlement. Client shall indemnify Provider for claims arising from Client's misuse of the Updates or Client-provided content.

DATA SECURITY

Provider shall implement and maintain reasonable administrative, physical, and technical safeguards to protect Client Data against unauthorized access, disclosure, alteration, or destruction. Provider will notify Client of any confirmed security breach affecting Client Data and will cooperate in investigation and mitigation.

GOVERNING LAW

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.

ENTIRE AGREEMENT

This Agreement, including any appendices and the Scope of Work, constitutes the entire agreement between the parties with respect to Updates and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment to this Agreement must be in writing and signed by both parties.

MISCELLANEOUS

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

The parties acknowledge that they have read and understand this Agreement and agree to be bound by its terms.

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