User Service Contract

USER SERVICE CONTRACT

This User Service Contract ("Agreement") is entered into as of between Service Provider: with principal address , and User (Client): with principal address .

RECITALS

WHEREAS, Service Provider possesses expertise and resources to provide the services described in this Agreement (the "Services"); and

WHEREAS, Client desires to engage Service Provider to perform the Services, and Service Provider agrees to perform the Services subject to the terms and conditions set forth herein.

WHEREAS, the parties intend for this Agreement to establish their respective rights, duties and obligations with respect to the provision and receipt of the Services.

SCOPE OF WORK

Service Provider shall perform the Services described below and any ancillary tasks reasonably necessary for completion. Deliverables, milestones, and acceptance criteria shall be set forth as follows.

Maintenance & Updates Support & Helpdesk Development & Customization

PAYMENT TERMS

In consideration for the Services, Client shall pay Provider the fees and expenses set forth below. All fees are exclusive of taxes and any applicable duties which shall be paid by Client.

Provider may suspend performance of Services if Client fails to pay undisputed amounts when due. Payments not received within the time specified in the payment schedule shall bear interest at the rate set forth above, or if no rate is specified, at one percent (1%) per month.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective date of termination. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice of such breach.

Upon termination, Client shall pay Provider for all Services performed and reasonable non-cancellable commitments made through the effective date of termination. Termination shall not relieve either party of obligations that by their nature survive termination.

CONFIDENTIALITY

Each party agrees to hold in confidence and not disclose or use any Confidential Information of the other party except as necessary to perform obligations under this Agreement. "Confidential Information" means non-public information that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information excludes information that is (a) publicly known through no breach of this Agreement, (b) lawfully received from a third party without restriction, (c) independently developed without use of the disclosing party's Confidential Information, or (d) required to be disclosed by law or valid legal process, provided the receiving party gives prompt notice and cooperates with efforts to limit disclosure.

The obligations in this Section shall continue for years following termination or expiration of this Agreement.

INTELLECTUAL PROPERTY

Except as expressly set forth below, each party retains all right, title and interest in its pre-existing intellectual property. Provider grants to Client a non-exclusive, non-transferable license to use deliverables solely for Client's internal business purposes upon full payment. Unless otherwise agreed in writing, Provider shall retain ownership of Provider's tools, software, methodologies and general know-how used in performing the Services. If work-for-hire treatment is required, the parties shall execute a separate written assignment.

LIMITATION OF LIABILITY AND INDEMNIFICATION

Except for liability arising from gross negligence or willful misconduct, and except for obligations of confidentiality and payment, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of Provider under this Agreement shall not exceed the amount actually paid by Client to Provider under this Agreement during the twelve (12) months preceding the claim, in an amount not to exceed .

Client shall indemnify and hold Provider harmless from third-party claims arising from Client's misuse of the Services, Client Data, or Client's breach of this Agreement, except to the extent such claims arise from Provider's gross negligence or willful misconduct.

ACCEPTANCE

Unless otherwise agreed in writing, Client shall have business days after delivery of a deliverable to inspect and either accept or provide written notice of deficiencies. If Client does not provide timely notice, the deliverable shall be deemed accepted.

GOVERNING LAW; MISCELLANEOUS

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. Any dispute arising under this Agreement shall be resolved in the courts located within that State, unless the parties agree otherwise in writing.

This Agreement, including any attachments or exhibits signed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous communications and proposals, whether oral or written. No amendment or waiver of any provision shall be effective unless in a writing signed by both parties. If any provision is held unenforceable, the remaining provisions shall remain in full force and effect.

EXECUTION

The parties have executed this Agreement by their duly authorized representatives as of the Effective Date first written above.

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