Technical Confirmation Document

TECHNICAL CONFIRMATION DOCUMENT

This Technical Confirmation Document (the "Document") is entered into by and between the parties identified below for the purpose of confirming technical deliverables, acceptance testing, and related commercial terms.

RECITALS

WHEREAS, Client Name: , having its principal place of business at (the "Client"),

WHEREAS, Provider Name: , having its principal place of business at (the "Provider"),

WHEREAS, the Provider has performed technical work, delivered components, and executed testing activities described herein and the parties wish to confirm acceptance status, outstanding items, and payment obligations in accordance with the terms set forth below.

SCOPE OF WORK

ACCEPTANCE & TESTING

Acceptance testing was conducted against the acceptance criteria described in the Scope of Work. The parties record the status of each major acceptance item below. Checking "Accepted" constitutes formal technical acceptance for that item.

PAYMENT TERMS

Total Amount Due: $ . Payment will be made according to the following schedule and conditions.

Invoicing: Provider shall submit invoices to Client upon completion of the milestones set forth above. Invoices are payable within days of receipt.

Late payment: A late fee of per month or the maximum permitted by law (whichever is less) will apply to overdue amounts. Client is responsible for any collection costs and reasonable attorneys' fees if payment is not made when due.

TERM AND TERMINATION

Effective Date: . Termination Date / Project Completion Date: .

Either party may terminate this Document for material breach of obligations by the other party if such breach remains uncured for a period of days after receipt of written notice specifying the breach.

Parties agree that either party may terminate for convenience upon days' prior written notice. If terminated for convenience, Provider shall be paid for all work performed and documented out-of-pocket costs incurred through the effective termination date.

CONFIDENTIALITY

Each party acknowledges that in connection with this Document it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical or financial information disclosed in any form. The receiving party shall: (a) use Confidential Information solely to perform its obligations hereunder; (b) restrict disclosure to employees, contractors, and agents with a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no case less than reasonable care.

The foregoing obligations shall not apply to information that: (i) is or becomes generally available to the public other than by a breach of this Document; (ii) was known to the receiving party prior to disclosure without obligation of confidentiality; (iii) is lawfully obtained by the receiving party from a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information. A party may disclose Confidential Information to the extent required by law or court order, provided it gives prompt written notice to the disclosing party and cooperates, at the disclosing party's expense, in any efforts to limit or contest such disclosure.

GOVERNING LAW

This Document shall be governed by and construed in accordance with the laws of the State of , without regard to its choice of law principles. Exclusive venue for any dispute arising out of or relating to this Document shall be the state or federal courts located within that state.

ENTIRE AGREEMENT

This Document, together with any exhibits and attachments 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, communications, and understandings, whether written or oral. Any amendment or modification must be in writing and signed by duly authorized representatives of both parties.

REPRESENTATIONS AND CERTIFICATION

Each party represents and warrants that it has the full corporate or organizational power and authority to enter into this Document and to perform its obligations. By signing below, the Client acknowledges that the technical deliverables identified in the Scope of Work have been reviewed and that the acceptance checkboxes above reflect Client's current technical determination and acceptance status.

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