Technology Product Agreement

TECHNOLOGY PRODUCT AGREEMENT

This Technology Product Agreement (the "Agreement") is entered into as of by and between Supplier: , having its principal place of business at , and Customer: , having its principal place of business at .

RECITALS

WHEREAS, Supplier has developed or acquired certain technology products and related materials described as: , version (the "Product");

WHEREAS, Customer desires to acquire licenses, delivered copies or services related to the Product and Supplier is willing to provide such licenses, delivery and services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend to set forth their respective rights and obligations with respect to delivery, acceptance, support, intellectual property, confidentiality and payment.

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

1. DEFINITIONS

1.1 "Acceptance Tests" means the tests described in Section 3.2 to verify that the Product materially conforms to the functional specifications set forth in the Product Specifications field below.

1.2 "Confidential Information" means non-public information disclosed by a party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

2. PRODUCT AND SERVICES

2.1 Product Specifications: Supplier shall deliver the Product substantially in accordance with the specifications and documentation provided below:

2.2 Services: Supplier shall provide the implementation, integration and training services described below:

3. DELIVERY AND ACCEPTANCE

3.1 Delivery: Supplier shall deliver the Product to Customer on or before . Delivery shall include all documentation reasonably required for Customer to install and use the Product.

3.2 Acceptance: Within days after delivery, Customer shall perform Acceptance Tests. The Product shall be deemed accepted if Customer does not deliver a written notice of rejection specifying material nonconformities within the acceptance period. If rejected, Supplier shall use commercially reasonable efforts to correct nonconformities and resubmit the Product for re-testing.

4. LICENSE AND INTELLECTUAL PROPERTY

4.1 License Grant: Subject to Customer's payment of fees and compliance with this Agreement, Supplier grants Customer a non-exclusive, non-transferable, limited license to use the Product solely for Customer's internal business purposes as set forth herein. Any rights not expressly granted are reserved by Supplier.

4.2 Ownership: Supplier retains all right, title and interest in and to the Product, enhancements, derivative works, and all intellectual property rights therein. Customer shall not remove or alter any proprietary notices.

5. FEES, TAXES AND PAYMENT

All fees are exclusive of taxes. Customer shall be responsible for all sales, use, VAT and similar taxes, other than taxes based on Supplier's net income.

6. SUPPORT AND MAINTENANCE

Support obligations shall include response times, issue severity classifications and service levels described above. Additional support or enhancements requested by Customer will be performed at Supplier's then-current rates unless otherwise agreed in writing.

7. CONFIDENTIALITY

Each party agrees (a) to hold Confidential Information of the other party in strict confidence, (b) to use Confidential Information solely to perform its obligations under this Agreement, and (c) not to disclose Confidential Information to any third party except to employees or contractors who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein. Confidential Information shall not include information that is publicly known, rightfully received from a third party without restriction, independently developed, or required to be disclosed by law.

8. REPRESENTATIONS AND WARRANTIES; DISCLAIMERS

8.1 Supplier represents that it has the right to grant the licenses in this Agreement and that the Product will materially conform to the Product Specifications for a period of days following acceptance. Supplier's sole obligation for breach of this warranty is to use commercially reasonable efforts to remedy the nonconformity or, if Supplier cannot remedy, to re-perform the services or refund applicable fees.

8.2 EXCEPT AS PROVIDED ABOVE, THE PRODUCT IS PROVIDED "AS IS" AND SUPPLIER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT, GROSS NEGLIGENCE, BREACHES OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE AMOUNTS PAID BY CUSTOMER TO SUPPLIER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10. INDEMNIFICATION

Supplier shall indemnify, defend and hold Customer harmless from and against any third-party claims alleging that the Product infringes a third party's issued patent, copyright or trademark, provided Supplier is given prompt notice, sole control of the defense and reasonable cooperation. If the Product is, or is likely to be, held infringing, Supplier may, at its option and expense, procure a license, replace or modify the Product to be non-infringing or, if neither is practicable, terminate the license and refund a pro rata portion of prepaid fees.

11. TERM AND TERMINATION

11.1 Term: This Agreement commences on the Effective Date and continues until terminated in accordance with this Section.

11.2 Termination for Cause: Either party may terminate this Agreement for material breach by the other party if the breach remains uncured thirty (30) days after written notice specifying the breach.

11.3 Effect of Termination: Upon termination, Customer shall cease use of the Product and return or destroy Supplier Confidential Information. Termination shall not relieve either party of obligations accrued prior to termination, including payment obligations.

12. TRANSITION ASSISTANCE

Upon termination for any reason, Supplier shall provide reasonable transition assistance for a period of days at Supplier's then-current rates, unless otherwise agreed in writing.

13. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by certified mail, courier, or email (email to be followed by mailed hard copy). Notices are effective upon receipt.

14. AMENDMENT; WAIVER; COUNTERPARTS

14.1 Amendment: Any modification or amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

14.2 Waiver: A failure or delay by either party to enforce any right shall not constitute a waiver of that right unless set forth in a writing signed by the waiving party.

14.3 Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Electronic signatures shall be binding.

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

15.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to conflicts of law principles.

15.2 Entire Agreement: This Agreement, together with any exhibits or statements of work referenced herein, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements and understandings relating to its subject matter.

15.3 Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith a valid substitute provision reflecting the original intent.

MISCELLANEOUS

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