Vendor Development Agreement

VENDOR DEVELOPMENT AGREEMENT

This Vendor Development Agreement (the Agreement) is entered into as of Effective Date: by and between:

RECITALS

WHEREAS, Client engages in the business of procuring products and services and desires to engage Vendor to provide research, design, prototype and development services as more specifically described below; and

WHEREAS, Vendor represents that it has the technical expertise, personnel, equipment and facilities necessary to perform the development services requested by Client and is willing to perform such services on the terms and conditions set forth in this Agreement; and

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:

SCOPE OF WORK

Vendor shall provide the development services and deliverables described below. Vendor shall perform all services in a professional and workmanlike manner in accordance with industry standards and the schedules established by the parties.

PAYMENT TERMS

Client shall pay Vendor for the services in accordance with the schedule and amounts set forth below. All amounts are in U.S. Dollars unless otherwise stated.

Invoices are due within days of receipt unless otherwise agreed in writing. Late payments shall accrue interest at the rate of % per month (or the maximum lawful rate, if lower), plus any costs of collection, including reasonable attorneys' fees.

TERM AND TERMINATION

The term of 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 termination date. Either party may terminate immediately for material breach by the other party if such breach remains uncured for a period of thirty (30) days following written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Services performed and accepted prior to termination.

CONFIDENTIALITY

Each party (the Receiving Party) acknowledges that it may receive Confidential Information from the other party (the Disclosing Party). "Confidential Information" means non-public technical, business and financial information, prototypes, specifications, designs, drawings, software, source code, formulas, processes, customer lists and pricing, whether disclosed orally, in writing or by inspection.

The Receiving Party shall: (a) hold Confidential Information in strict confidence and take reasonable measures to protect it; (b) not disclose Confidential Information to any third party except as expressly authorized in writing; and (c) use Confidential Information solely to perform under this Agreement. The foregoing obligations shall not apply to information that: (i) is or becomes publicly available without breach of this Agreement; (ii) was known to the Receiving Party prior to disclosure without restriction; (iii) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information; or (iv) is required to be disclosed by law, provided the Receiving Party gives prompt notice to the Disclosing Party and cooperates to obtain protective relief.

The confidentiality obligations set forth in this Section shall survive termination or expiration of this Agreement for a period of years, except with respect to trade secrets where protection shall continue as permitted by applicable law.

INTELLECTUAL PROPERTY; DELIVERABLES

Unless otherwise agreed in writing, all Deliverables conceived, developed or delivered by Vendor under this Agreement shall be deemed "work made for hire" and ownership of such Deliverables, including all intellectual property rights therein, shall vest in Client upon full payment. Vendor hereby assigns and agrees to assign to Client all right, title and interest in and to such Deliverables and agrees to execute further documents reasonably necessary to effectuate such assignment.

Vendor shall retain ownership of Vendor's pre-existing tools, methodologies and background technology, and grants Client a nonexclusive, royalty-free license to the extent such background technology is incorporated in Deliverables solely to use the Deliverables for Client's internal purposes.

INDEMNIFICATION; LIMITATION OF LIABILITY

Vendor shall indemnify and hold harmless Client from and against any third-party claims arising out of Vendor's gross negligence, willful misconduct, or infringement of third-party intellectual property rights caused by Vendor's deliverables. Client shall indemnify Vendor for claims arising from Client-provided materials or instructions. Neither party shall be liable to the other for consequential, incidental, special or punitive damages except for liability arising from a party's breach of confidentiality or infringement obligations.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the contact information below by certified mail, overnight carrier, or personal delivery and shall be effective upon receipt.

GOVERNING LAW; DISPUTE RESOLUTION

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. The parties agree to attempt in good faith to resolve disputes through negotiation. If negotiation fails, the parties agree that disputes shall be resolved by binding arbitration in a mutually agreed forum, unless the parties mutually agree to litigation.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all exhibits and attachments referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Neither party may assign this Agreement without the prior written consent of the other party, except to a successor in connection with a merger, acquisition or sale of substantially all assets, provided such successor assumes the assigning party's obligations. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, employment or agency relationship.

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