Technology Form

TECHNOLOGY FORM

This Technology Form (the "Agreement") is entered into as of Effective Date: by and between Company Name: and Service Provider Name: .

RECITALS

WHEREAS, Company desires to retain the Service Provider to provide certain technology services, including but not limited to software development, system integration, support and maintenance, and related deliverables as further described below; and

WHEREAS, Service Provider represents that it has the technical expertise, personnel, and resources to perform the services described in this Agreement in a professional manner consistent with industry standards; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will perform services for Company.

SCOPE OF WORK

Service Provider shall perform the services and deliver the work product described below. The description should include objectives, milestones, deliverables, acceptance criteria, and any third-party components.

PAYMENT TERMS

Company will pay Service Provider the fees set forth below in consideration for the services and deliverables performed in accordance with this Agreement. All amounts are payable in United States dollars unless otherwise agreed in writing.

Overdue amounts shall accrue interest at % per month (or the maximum rate permitted by law), plus a late processing fee of . Fees accrue from the invoice due date until paid in full.

Expenses are reimbursable in accordance with the parties' written expense policy. Reimbursable expenses require prior written approval from Company.

TERM AND TERMINATION

The term of this Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated as provided herein.

Upon termination, Service Provider shall deliver to Company all work in progress and final deliverables and shall, at Company's election, assign and transfer all rights to completed work. Termination shall not relieve Company of its obligation to pay for services performed and non-cancellable commitments incurred prior to the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information of a party that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, technical data, source code, designs, trade secrets, pricing, customer lists, and prototypes.

Each party shall: (a) hold Confidential Information of the other party in strict confidence; (b) not disclose Confidential Information to any third party except as permitted herein; and (c) use Confidential Information solely to perform its obligations under this Agreement. The receiving party may disclose Confidential Information to its employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that: (i) is or becomes publicly available without breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, provided the receiving party gives prompt notice and cooperates to limit disclosure.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, all original works of authorship, inventions, discoveries, developments and improvements conceived or reduced to practice by Service Provider in the performance of this Agreement (collectively, "Work Product") shall be considered work made for hire and assigned to Company. To the extent ownership cannot be assigned by operation of law, Service Provider hereby assigns all right, title and interest in the Work Product to Company and agrees to execute documents reasonably necessary to effect such assignment.

Service Provider retains ownership of pre-existing tools, libraries, or components that are not specifically developed for Company ("Background Technology"), but grants Company a nonexclusive, royalty-free license to any Background Technology necessarily embedded in delivered Work Product for Company's internal business use.

REPRESENTATIONS, WARRANTIES AND LIMITATION OF LIABILITY

Each party represents that it has full power and authority to enter into this Agreement. Service Provider warrants that the services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS SECTION, THE SERVICES AND WORK PRODUCT ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY COMPANY TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate in writing.

GOVERNING LAW; ENTIRE AGREEMENT

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

This Agreement, including any exhibits or attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, understandings, and communications, whether oral or written. Any amendment must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee assumes the assigning party's obligations. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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