System Development Agreement

SYSTEM DEVELOPMENT AGREEMENT

This System Development Agreement (the "Agreement") is made and entered into as of , by and between:

RECITALS

WHEREAS, Client desires to procure the design, development, integration and deployment of a software system and related services described herein; and

WHEREAS, Developer represents that it has the necessary skill, experience and personnel to perform system development, testing, deployment and support services in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which Developer will provide such services and deliverables to Client.

SCOPE OF WORK

Developer shall perform the services and deliver the deliverables described in this Section and any attached statement(s) of work. Services include analysis, design, coding, testing, documentation, deployment, and training as required for the System. The specific features, functional requirements, technical specifications, acceptance criteria, and milestones shall be detailed below.

DELIVERABLES AND ACCEPTANCE

Developer will deliver each milestone deliverable specified in the scope of work. Upon delivery, Client shall have a period of days to perform acceptance testing in accordance with the acceptance criteria. If Client fails to notify Developer in writing of material nonconformities within the acceptance period, the deliverable shall be deemed accepted.

CHANGE ORDERS

Any change to the scope, schedule, or specifications shall be documented in a written change order. Each change order shall describe the change, the impact on price and schedule, and be signed by authorized representatives of both parties prior to implementation. Developer shall not be required to perform work outside the scope absent a fully executed change order.

PAYMENT TERMS

Client shall pay Developer the fees set forth in this section as full compensation for the services and deliverables.

Late payments shall incur a late fee of per month on the outstanding balance, or the maximum legal rate if lower. Client shall also reimburse Developer for reasonable collection costs and attorneys' fees incurred in enforcing payment obligations.

TERM AND TERMINATION

The term of this Agreement commences on the start date and continues until completion of the services or earlier termination as provided herein.

Start Date:

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 specifying the breach. Client may terminate for convenience upon days' prior written notice; in such event Developer shall be paid for all work performed and documented expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that it may receive confidential information of the other party ("Confidential Information"). Confidential Information includes non-public technical, business, and financial information, but does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is rightfully obtained from a third party without restriction.

The receiving party shall protect Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care, and shall not use or disclose Confidential Information except as necessary to perform its obligations under this Agreement or as required by law (provided the receiving party gives prompt notice to the disclosing party where permitted).

INTELLECTUAL PROPERTY

Unless otherwise agreed in a written statement of work, Developer assigns to Client all right, title and interest in and to the final deliverables created specifically for Client under this Agreement, including all copyrights and other intellectual property rights. Developer retains ownership of pre-existing tools, libraries, routines, methodologies and software not specifically developed for Client ("Developer Tools"). Developer grants Client a perpetual, worldwide, non-exclusive, royalty-free license to any Developer Tools embedded in the deliverable to the extent necessary to use the deliverable as intended.

WARRANTIES; DISCLAIMERS; LIMITATION OF LIABILITY

Developer warrants that for a period of days after acceptance, the deliverables will materially conform to the accepted specifications. Developer's sole obligation and Client's exclusive remedy for breach of this warranty shall be correction of the nonconformity or, if Developer cannot timely correct, a refund of the portion of fees attributable to the nonconforming deliverable.

EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, THE DELIVERABLES ARE PROVIDED "AS IS" AND DEVELOPER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO DEVELOPER UNDER THIS AGREEMENT IN THE TWELVE MONTHS PRECEDING THE CLAIM. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES.

INDEMNIFICATION

Developer shall indemnify, defend and hold Client harmless from and against third-party claims alleging that the deliverables infringe a third party's intellectual property rights, provided Client gives prompt written notice and reasonable cooperation. Client shall indemnify Developer for claims arising from Client materials, specifications, or misuse of the deliverables.

MAINTENANCE AND SUPPORT

If maintenance and support are required, parties shall specify terms, response times and fees in a separate support schedule. Indicate whether support is included: Included Excluded

DATA PROTECTION

Each party shall comply with applicable data protection laws in respect of personal data processed in connection with this Agreement. Developer shall implement reasonable technical and organizational measures to protect Client data and shall process such data only on documented instructions from Client, unless otherwise required by law.

SUBCONTRACTING

Developer may engage subcontractors to perform portions of the work provided Developer remains responsible for the performance of its subcontractors and compliance with this Agreement.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties will attempt in good faith to resolve disputes promptly by negotiation between senior executives. If the parties are unable to resolve a dispute within sixty (60) days, either party may pursue all available remedies in courts of competent jurisdiction in the chosen state.

ENTIRE AGREEMENT

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

NOTICES

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