Technology Assets Agreement

TECHNOLOGY ASSETS AGREEMENT

Recitals

WHEREAS, Client desires to obtain certain technology assets, services and rights described herein from Provider, and Provider is willing to provide such assets, services and rights on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend to document whether the transfer of specified technology assets constitutes an assignment of ownership or a limited license and to set forth payment, confidentiality and operational obligations relating to those assets.

NOW, THEREFORE, in consideration of the covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

Definitions

"Technology Assets" means the software, source code, object code, documentation, databases, digital designs, technical specifications, firmware, hardware configurations, and related materials described in the Asset Inventory below.

"Effective Date" means the date set forth below as the effective date of this Agreement.

Effective Date:

Scope of Work

Provider shall deliver, transfer, install and/or enable access to the Technology Assets and provide related services as described in the scope below. Provider shall perform such work in a professional and workmanlike manner in accordance with industry standards.

Transfer, License and Ownership

The parties agree that the disposition of the Technology Assets set forth in the Asset Inventory shall be as follows. Select the applicable option(s) and, if both are selected, specify how rights are allocated in the Scope of Work above.

Transfer of Ownership (all right, title and interest in the listed assets shall be assigned to Client)

License Grant (Provider grants Client a non-exclusive or exclusive license as specified in the Scope of Work)

Payment Terms

In consideration for the transfer, license and services described herein, Client agrees to pay Provider the fees set forth below according to the schedule specified. All payments are due net unless otherwise stated.

Term and Termination

This Agreement shall commence on the Effective Date and shall continue until the End Date below or until terminated in accordance with this section.

Start Date:     End Date:

Confidentiality

Each party shall keep confidential and not disclose to any third party any Confidential Information of the other party, except as expressly permitted in this Agreement. Confidential Information includes non-public technical and business information relating to the Technology Assets, source code, algorithms, business plans, and pricing. The receiving party shall use the same degree of care to protect Confidential Information as it uses with its own confidential information, but in no event less than reasonable care.

Representations, Warranties and Indemnification

Provider represents and warrants that it has the right to transfer or license the Technology Assets as provided herein, that the assets will substantially conform to the Description in the Asset Inventory and Scope of Work, and that the delivery will not infringe third-party intellectual property rights. Client represents that it will use the Technology Assets in compliance with applicable law and the terms of this Agreement.

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claim, loss or liability arising out of the indemnifying party's breach of this Agreement, negligence, or willful misconduct, subject to the limitations set forth below.

Data Protection and Security

Provider shall maintain appropriate administrative, physical and technical safeguards to protect any personal data processed in connection with this Agreement. Provider shall promptly notify Client of any security incident affecting Client's data and shall cooperate in remediation and regulatory disclosure as reasonably required by Client.

Governing Law

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

Entire Agreement; Amendments

This Agreement, including the Scope of Work and Asset Inventory, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications. Any amendment or modification must be in writing and signed by duly authorized representatives of both parties.

Severability; Assignment

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all its assets.

Signatures

The parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

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