Stonegate Subscription Agreement

STONEGATE SUBSCRIPTION AGREEMENT

This Subscription Agreement ("Agreement") is entered into as of Effective Date: by and between Provider Name: ("Provider") and Subscriber Name: ("Subscriber"). Provider and Subscriber are each a "Party" and collectively the "Parties".

WHEREAS

WHEREAS, Provider develops, hosts and operates certain software, systems, and related professional services described herein and offers access to such services on a subscription basis under the terms of this Agreement.

WHEREAS, Subscriber desires to obtain and Provider agrees to provide access to Provider's subscription services and related support in accordance with the Scope of Work and Payment Terms set forth below.

SCOPE OF WORK

Provider shall provide Subscriber with access to the subscription services, support, and any deliverables described in this Agreement and any attached Statement of Work. Specific services, deliverables, service levels, and performance milestones shall be described in the Scope of Work field below.

SUBSCRIPTION PLAN AND FEES

Subscriber will subscribe to the Service Plan: with the following fee structure.

Invoicing: Provider will issue invoices in accordance with the Billing Schedule. All fees are payable within days of invoice date unless otherwise agreed in writing. Late payments shall bear interest as provided below.

Taxes: All fees are exclusive of taxes. Subscriber is responsible for any sales, use, value added or other taxes resulting from this Agreement, excluding taxes on Provider's net income.

TERM AND TERMINATION

Term: The term of this Agreement begins on Start Date: and continues until End Date: unless earlier terminated as provided herein.

Renewal: This Agreement will automatically renew unless either Party provides written notice of non-renewal at least days prior to the then-current term expiration.

Termination for Convenience: Either Party may terminate this Agreement for convenience upon providing the other Party at least days' prior written notice.

Termination for Cause: Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice of such breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by a Party ("Disclosing Party") to the other Party ("Receiving Party") in any form that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: Receiving Party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care, and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who need to know and are bound by confidentiality obligations no less protective than those herein.

Exceptions: Confidential Information does not include information that (i) is or becomes generally available to the public through no act or omission of Receiving Party, (ii) was rightfully in Receiving Party's possession prior to disclosure by Disclosing Party without an obligation of confidentiality, (iii) is obtained by Receiving Party from a third party without breach of any obligation owed to Disclosing Party, or (iv) is independently developed by Receiving Party without use of or reference to Disclosing Party's Confidential Information.

Compelled Disclosure: If Receiving Party is compelled by law to disclose Confidential Information, it shall give Disclosing Party prompt written notice so Disclosing Party may seek a protective order or other appropriate remedy. Receiving Party will disclose only that portion of Confidential Information that it is legally required to disclose and will use reasonable efforts to obtain confidential treatment for such disclosed information.

REPRESENTATIONS, WARRANTIES, AND LIMITATION OF LIABILITY

Each Party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Limitation of Liability: IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS OR FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, A PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY SUBSCRIBER TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

GOVERNING LAW AND 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 shall attempt in good faith to resolve any dispute arising under this Agreement promptly by negotiation between executive representatives with authority to settle. If the dispute cannot be resolved by negotiation, the Parties may pursue any remedy available at law or in equity.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any Statement of Work or exhibits expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

NOTICES AND CONTACT INFORMATION

Each Party shall deliver notices to the other at the address provided above or to such other address as such Party may specify in writing in accordance with this section.

MISCELLANEOUS

Assignment: Neither Party may assign this Agreement without the prior written consent of the other Party, except that Provider may assign this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of substantially all its assets without Subscriber's consent provided the assignee agrees in writing to be bound by the terms of this Agreement.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith a substitute provision that most nearly reflects the Parties' original intent.

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