Technology Law Agreement

TECHNOLOGY LAW AGREEMENT

Parties

Recitals

WHEREAS, Provider is engaged in the development, licensing and support of software, systems, and related professional services and possesses technical, managerial and legal expertise relevant to the Client's needs; and

WHEREAS, Client desires to engage Provider to perform technology services and deliverables described in this Agreement, and Provider agrees to provide such services pursuant to the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual promises set forth below, the parties agree that this Agreement shall be effective as of (the Effective Date).

Scope of Work

Provider shall perform the services and deliver the deliverables described below (collectively, the "Services"). Provider shall use commercially reasonable efforts and suitably qualified personnel to perform the Services in a professional and workmanlike manner consistent with industry standards.

Payment Terms

In consideration for the performance of the Services, Client shall pay Provider the fees set forth below. All fees are payable in United States dollars unless otherwise agreed in writing.

Late payments shall bear interest at the rate of of the past due amount per month, or the maximum rate permitted by law, whichever is lower. Client shall also be responsible for all reasonable costs of collection, including attorneys' fees.

Term and Termination

This Agreement shall commence on and continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate immediately for material breach that remains uncured for thirty (30) days after written notice of such breach. Termination shall not relieve Client of the obligation to pay for Services performed and expenses incurred prior to the effective date of termination.

Confidentiality

Each party (the "Receiving Party") shall hold in confidence all non-public information disclosed by the other party (the "Disclosing Party") that, by its nature or the circumstances of disclosure, should reasonably be considered confidential ("Confidential Information"). Confidential Information does not include information that: (i) is or becomes publicly available through no breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) was known to the Receiving Party prior to disclosure; or (iv) is independently developed without use of the Disclosing Party's Confidential Information.

The Receiving Party shall not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein. The Receiving Party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. The obligations in this Section shall survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets shall be protected for so long as they qualify as trade secret under applicable law.

Intellectual Property

As between the parties, Provider shall retain ownership of Provider's pre-existing software, tools, libraries, methodologies, and any general skills, know-how or ideas developed prior to or outside the scope of this Agreement ("Provider Background Technology"). Client shall retain ownership of Client's pre-existing materials. Subject to Client's payment in full for the Services, Provider hereby grants Client a non-exclusive, non-transferable license to use the deliverables specified in the Scope of Work for Client's internal business purposes.

To the extent that any deliverables are intended to be assigned, the parties agree that such assignment, if required, shall be effected by a written assignment executed by Provider. Provider represents that it has the right to grant the license set forth herein and will, at Client's reasonable request and expense, execute documents necessary to perfect Client's rights in assigned deliverables.

Provider agrees the deliverables described in the Scope of Work shall be treated as a work made for hire or, if not legally possible, Provider shall assign all right, title and interest in such deliverables to Client upon full payment.

Representations, Warranties and Disclaimers

Provider represents and warrants that: (i) it has the full corporate right, power and authority to enter into this Agreement and to perform its obligations; (ii) the Services will be performed in a professional and workmanlike manner consistent with industry standards; and (iii) to Provider's knowledge the deliverables do not knowingly infringe any valid third-party intellectual property rights. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against any loss, damage or liability (including reasonable attorneys' fees) arising from third-party claims to the extent caused by the indemnifying party's willful misconduct or material breach of this Agreement. Provider's aggregate liability arising from or related to this Agreement shall not exceed the total fees actually paid by Client to Provider under this Agreement in the twelve (12) months preceding the event giving rise to liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES.

Notices

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to its conflict of law principles. The parties agree that the state and federal courts located in that state shall have exclusive jurisdiction over any dispute arising out of this Agreement.

Entire Agreement and Amendments

This Agreement, together with any exhibits or appendices expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations, proposals, representations and agreements, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous

The parties are independent contractors; nothing in this Agreement creates an employment, agency or partnership relationship. Neither party may assign this Agreement without the prior written consent of the other, except to a successor by merger or acquisition. If any provision is held invalid, the remaining provisions shall remain in full force and effect.

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