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The Software Development Contract is used for general software development projects. It is used as the starting point for any type of software project. If you are doing more specialized project such as web site development, CD-ROM production, etc. see the more specialized contracts.
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Writing the Software Development Contract document

COMPUTER SOFTWARE DEVELOPMENT AGREEMENT THIS AGREEMENT is made this current day day of current month current year by and between company name Developers and company name Customer Recitals A. Developers have experience and expertise in the development of Computer Software Software B. Customer desires to have Developers develop Software for them. C. Developers desire to develop Customers Software on the terms and conditions set forth in Exhibit attached hereto the Specifications Definitions Deliverables shall mean the Software provided in object and or source format as set forth in the Specifications and subject to Developers Proprietary Rights documentation or other materials required to be delivered by Developers to Customer as set forth in the Specifications.

Critical Deliverables shall mean Deliverables that have Milestone date as outlined in the Specifications that must be transmitted to Customer on or before specific date. Source Code shall mean the readable forms together with make and build files. Beta shall mean any and all Deliverables provided to Customer prior to the Launch Date. Final shall mean any and all Deliverables provided to Customer that are in accordance with the Specifications and accepted by Customer as completion of particular Deliverable. Launch Date shall mean the date that the Product is first available for use by the public. Software shall mean the computer software program described in the Specifications that is to be developed by Developers including all Enhancements made under this Agreement. Product shall mean software for computer or an end user.

Schedule shall mean the schedule for completion of the Deliverables as set forth in the Specifications. Delivery shall mean transmitted by Developers to Customers electronically and in accordance with security measures agreed upon by both parties in accordance with the Specifications. Services shall mean any training customization enhancement or other labor performed by Developers as required by the Specifications. Error shall mean malfunctions or defect within the Software or Deliverable that prevents it from conforming to the Specifications. Internet shall mean any system for distributing digital or electronic information to end users via transmission broadcast or any other form of delivery whether direct or indirect known or subsequently developed. Specifications shall mean the specifications for the Product and Services as detailed and attached to this Agreement as Exhibit that includes detailed specifications and instructions for all required Deliverables features and functionality and complete production schedule for each Deliverable and Milestone. Term shall mean the period of time commencing on the Effective Date of this Agreement and continuing indefinitely until this Agreement is terminated. User Interface shall mean all navigational devices menus menu structures or arrangements icons visual mechanisms metaphors or help and other operational instructions and all other components of any source or object computer code that comprises the Software.

Web shall mean the World Wide Web containing pages written in hypertext markup language HTML and or any similar successor technology. Web Page shall mean document that may be viewed in its entirety on the Web. Web Site shall mean collection of inter related Web pages or documents accessible through Web page browser interface or any other similar successor technology. Developers Proprietary Material shall mean all intellectual property rights in any text images or other components and or materials owned by Developers or which Developers have the legal right to use that are delivered to Customer including but not limited to software related documentation source code scripts object code logos graphics or tag lines. Customers Proprietary Material shall mean all intellectual property rights in any text images or other components and or materials owned by Customer or which Customer has the legal right to use that are delivered to Developers including but not limited to software related documentation Customer marketing material logos graphics or tag lines. Developer Code shall mean all Developers Proprietary Material or software Source Code existing as of the date of this Agreement that is to be incorporated into the Source Code of the Product. The license terms for Developer Code will be stated in the Specifications. Documentation shall mean all user guides reference integration installation or implementation manuals that describe in detail the operation of the Software that is normally provided by Developer as part of its deliveries to its customers. Development Activities shall mean any activities undertaken by Developer in the development of the Software and Documentation satisfying the Specifications pursuant to this Agreement.

Enhancements shall mean error corrections bug fixes modifications and updates not included in the Specifications with respect to the Software. Milestone shall mean each development or Deliverable reached by Developers and agreed upon in writing between Developers and Customer. Milestone Payment shall mean payment obligation related to the achievement and acceptance of particular Milestone. Acceptance shall mean completion of Deliverable that conforms to the Specifications and is mutually agreed upon in writing by both Developers and Customer. Agreements

In consideration of the mutual covenants set forth in this Agreement Customer and Developers hereby agree as follows. 1. Development of Software. Developers agree to installation management documentation and development of the Software and Software based operations according to the compensation terms listed on Exhibit attached hereto. 2. Specifications. Developers agree to develop the Software pursuant to the Specifications set forth in Exhibit attached hereto the Specifications 3. Delivery Dates and Milestones.

Developers will use reasonable diligence in the development of the Software and endeavor to deliver to Customer operational Software no later than delivery date. Customer acknowledges however that this delivery deadline and the other payment milestones listed in Exhibit are estimates and are not required delivery dates unless otherwise noted in the Specifications. Deliverables defined as Critical Deliverables shall be outlined in Exhibit and shall contain the delivery date and terms of delivery of the Critical Deliverable. Developers will be retaining the Source Code for the Software and providing Customer with the output formats only. The output is to be used only within the scope of the Software as outlined in Exhibit and does not include the following. replication duplication or otherwise copying the Software in any form not authorized by Developers creating new Software based on the code its functions or other Proprietary Rights as outlined in Paragraph sale or distribution of the code in any form or any relinquishment of copyright by Developers in any way. 4. Ownership Rights. Except for Customers Proprietary Material defined below contained in the Software Developers shall hold all right title and interest in and to the Software. Specifically but without limitation Developer shall hold all right title and interest in and to all text graphics animation audio components and digital components of the Software the Content all interfaces navigational devices menus menu structures or arrangements icons help and other operational instructions and all other components of any source or object computer code that comprises the Software all literal and nonliteral expressions of ideas that operate cause create direct manipulate access or otherwise affect the Content and all copyrights patents trade secrets and other intellectual or industrial property rights in the Software or any component or characteristic thereof. Customer shall not do anything that may infringe upon or in any way undermine Developers right title and interest in the Software as described in this Paragraph 4. Notwithstanding the above Customer shall retain and Developer shall have no Proprietary Rights whatsoever in all of Customers intellectual property rights in any and all text images or other components and or materials owned by Customer or which Customer has the legal right to use that are delivered to Developers including but not limited to software related documentation Customer marketing material logos and tag lines Customers Proprietary Material Developers agree that it shall not use Customers Proprietary Material for any other purpose than those expressly set forth in this Agreement. 5. Software Development. Software Development and Services described here are provided for Linux Windows Macintosh Sun Solaris UNIX systems only unless otherwise specified. Unless otherwise agreed upon by Developers and Customer any modifications required to the Software code or other component related to its operation that are result of third party changes to resources required by the Software shall be considered ADDITIONAL and will fall outside of the Specifications. Third party modifications may include but are not limited to. patches fixes security flaws errors updates upgrades or any other changes to third party operating systems plug ins or any required resources not created by Developers.

6. Specific Enhancements. Developers and Customer acknowledge that at some time during the Term of this Agreement that enhancements to the Software may be proposed by either Developer or Customer which fall outside of the scope of the Specifications. Upon such proposal Developers shall confer in good faith with Customer concerning the feasibility of developing such enhancements and the time frame for developing testing and incorporating such enhancements. Developers and Customer shall mutually agree in writing as to whether Developers shall pursue the development of such enhancements and if so which party will fund such development. The Specifications will be amended to include such enhancements. 7. Backups and Redundancies for Development. Developers will maintain off site storage of all stages of the Source Code and other backup media related to this Agreement to ensure Software integrity and protection and will be responsible for setting up daily procedure for backing up all data. Developers agree to update all backups of code on daily basis unless otherwise agreed upon in the Specifications. Backups will be maintained for one year from the acceptance date of the project. 8. Acceptance. The terms and conditions contained in this Section will apply to the initial release of the Software as well as to subsequent release upgrades enhancements or any other version thereof. Customer shall evaluate any beta or final version of each Deliverable and shall submit an acceptance or rejection to Developers within days days after Customers receipt of an agreed upon transmission of each Deliverable. 9. Testing and Quality Assurance. Developers agree to thoroughly test the Software Product including without limitation each and every release version and enhancement thereof as appropriate under the circumstances at all appropriate stages of development and shall document its testing by written test documents delivered to Customer. Developers will submit its test plans to Customer so as to ensure that Customers standards of quality are maintained and Developers agree to subsequently modify the test plans to accommodate Customers requests if Customer reasonably deems necessary. Quality Assurance or test documentation shall include detailed descriptions of the tests conducted their results and any outstanding or unresolved issues. Developers will not deploy the Product Software or any enhancement thereof unless Customer and Developers agree upon such action in writing. 10. Adherence to Schedule.

If Developers fail transmission of any Critical Deliverable within the dates specified in the Schedule or fail to meet Milestone as defined in the Specifications then Breach of Agreement Breach shall be considered to have occurred. Customer may. amend the Schedule to include correction period; or suspend the Schedule until the problem is corrected at the sole expense of Developers subject to Customers reasonable satisfaction; or terminate this Agreement. Delivery of all Deliverables not defined in the Specifications as Critical Deliverables shall be considered estimates and delivery shall not be subject to Breach. Developers shall not be held responsible for any delays due to. milestones missed by Customer delays due to Customer Deliverables delays due to transmission equipment failure strikes riots disasters or other natural occurrences. 11. Support Services. Developers will be available to respond to Customers questions about Software and Software problems. Developers will staff help desk with combination of phone and email support services from 9. am to 5. pm Monday through Friday time zone. Developers will be responsible for maintaining an ongoing log of support requests actions taken and track user support requests to completion. 12. Compensation. For all of Developers services under this Agreement Customer shall compensate Developers in cash pursuant to the terms of Exhibit attached hereto. In the event Customer fails to make any of the payments referenced in Exhibit by the deadline set forth in Exhibit Developers have the right but are not obligated to pursue any or all of the following remedies. terminate the Agreement remove equipment owned by Developers whether leased to Customer by Developers or not and any Developers Personnel or Staff from Customer location bring legal action or Customer may suspend development of the Software and is responsible for any schedule changes required and additional financial impact.

Writing the Exhibit A (Payment Terms) document (alternate or related contract document)

Select an appropriate payment terms from the list of possible choices depending on the agreement being used with and delete the rest. For example if using project development contract use one of the first three milestone based payment terms. If using VAR Reseller contract or for general pricing use the payment terms pricing plan at the end of the list of plans below. EXHIBIT A PAYMENT TERMS 1. Customer agrees to pay Developers fee of Insert Total Payment Amount according to the following terms. A. 90% of the estimated price upon execution of the Agreement. 2. Customer agrees to the pay for all out of pocket expenses incurred by Developers in developing the project including but without limitation any. A. License fees B. Outsource services billed for Customer

C. Film and Developing D. Shipping E. Domain name registration F. Host costs for ISP G. Hardware and software

H. Travel 3. Customer agrees to pay for the Developers fee and all expenses as set forth above within days of invoice. All unpaid balances shall accrue interest at 2% per month. 4. Customer agrees that any changes customer makes to the specification may adversely affect the original estimate. Extra time incurred above and beyond the original specification will be billed at an hourly rate of hourly rate and is not subject to the costs estimates and caps in 1. above. 5. Customer agrees that estimated yearly maintenance costs are only estimates and are not included in the quoted price. EXHIBIT A PAYMENT TERMS

1. Customer agrees to pay Developers fee of Insert Total Payment Amount according to the following terms. A. 3 of the fee upon execution of the Agreement; B. 3 of the fee upon completion of Insert Key Payment Milestone C. The remaining upon completion per the specification. 2. Customer agrees to the pay for all out of pocket expenses incurred by Developers in developing the project including but without limitation any.

A. License fees B. Outsource services billed for Customer C. Film and Developing D. Shipping E. Domain name registration F. Host costs for ISP G. Hardware and software

H. Travel 3. Customer agrees to pay for the Developers fee and all expenses as set forth above within days of invoice. All unpaid balances shall accrue interest at 2% per month. 4. Customer agrees that any changes customer makes to the specification may adversely affect the original estimate. Extra time incurred above and beyond the original specification will be billed at an hourly rate of hourly rate and is not subject to the costs estimates and caps in 1. above. 5. Customer agrees that estimated yearly maintenance costs are only estimates and are not included in the quoted price. EXHIBIT A PAYMENT TERMS 1. Customer agrees to pay Developers an hourly fee according to the following terms. A. 10% of the estimate upon execution of the Agreement of Insert Total Payment Amount

B. Customer is billed at hourly rate per hour at the completion of each milestone. C. The customer will not be liable for more than Insert Maximum Amount Liable for in hourly work. 2. Customer agrees to the pay for all out of pocket expenses incurred by Developers in developing the project including but without limitation any. A. License fees B. Outsource services billed for Customer

C. Film and Developing D. Shipping E. Domain name registration F. Host costs for ISP G. Hardware and software H. Travel 3. Customer agrees to pay for the Developers fee and all expenses as set forth above within days of invoice. All unpaid balances shall accrue interest at 2% per month. 4. Customer agrees that any changes customer makes to the specification may adversely affect the original estimate. Extra time incurred above and beyond the original specification will be billed at an hourly rate of hourly rate and is not subject to the costs estimates and caps in 1. above.

5. Customer agrees that estimated yearly maintenance costs are only estimates and are not included in the quoted price. EXHIBIT A CREDIT CARD PAYMENT PLAN Authorization for credit card payments for development per Exhibit and B. Charges to be applied as Customer accepts each milestone. Customer accepts liability for all costs incurred including but not limited to chargebacks and reversals. Card Number

Expiration Date Name on Card Title Phone. phone number Fax. fax number Email. email address Company. company name Street. address address

City. city Country. country EXHIBIT A PAYMENT TERMS Pricing Plan. Insert your pricing plan here. Discounts. Insert any discounts available here.

Restrictions. Insert any restrictions here.

How do you write a Prepackaged Software Service Level Agreement document? (alternate or related contract document)

PRE PACKAGED SOFTWARE SERVICE LEVEL AGREEMENT SLA THIS AGREEMENT is made this current day day of current month current year by and between company name Company and company name Customer Agreements In consideration of the mutual covenants set forth in this Agreement Customer and Company hereby agree as follows. 1. Scope of Support Services. Company shall during the Term as defined below provide to Customer the following development support and help desk consulting services described below the Services or Work Product at such times as Customer may reasonably request. Company will develop process for support services for the Customer for the following software the Software products. Insert Commercial or Pre packaged Software Product names here. Support shall consist of the diagnosis and troubleshooting of technical problems or performance issues surrounding the Software and resolution of issues within the Software. Issues involving process data or other third party requirement not involving technical issue may require escalation to the Software manufacturer alternate solutions or change in requirements not able to be rectified within the Software products.

Company provides email and phone support on daily basis. Daily is defined as 9. A. M. through 5. P. M. Pacific Standard Time PST excluding holidays and weekends. Company also provides ticket based support system available online seven days week twenty four hours day. Company uses best efforts to correct all reported and reproducible errors within the Software. To aid Customers expectations Company uses the following severity classification levels to categorize all reported problems and issues. Severity Classification. High The reported problem is of nature that prevents Customer from being able to use the Software; or critical features are unavailable causing critical interruption of business. Company will commence work on resolving the issue within one hour of notification and will engage Company staff during business hours until an acceptable resolution is obtained. Severity Classification. Medium The reported problem involves features of the Software not working correctly and no alternate solution exists. Company will commence work on resolving the issue within three hours of notification and will engage Company staff during business hours until an acceptable resolution is obtained. Severity Classification. Low

The reported problem involves minor business impact which includes problems with non essential or non critical features individual access to system or device or other compatibility issues not under the direct control of Company. Company will commence work on resolving the issue within one business day of notification and will engage Company staff during business hours until an acceptable resolution is obtained. Severity Classification. Maintenance The reported problem involves maintenance or minor business impact in which an update or patch is to be applied. Maintenance work while often quick to complete may require scheduling or consultation with Company or Customer staff in order to bring about the desired maintenance. Company will commence work on resolving the issue within three business days of notification and will engage Company staff during business hours until the maintenance is completed or an acceptable resolution is obtained. These classifications are not intended as consulting agreement for customer services or services to be rendered to Customers clients. Company reserves the right to send Company staff to Customers location in order to correct problems and will coordinate with Customer on access and scheduling. 2. Scope of Development and Development Support Services. Note. All custom development or integration is subject to separate specification of work unilaterally agreed upon in writing by Company and Customer. Custom development shall not be treated as support or adhere to any schedule not outlined in the Scope of Support Services or Specifications. The Company severity classification does not apply to custom development services.

Development Services include but are not limited to. * Installation of patches fixes and updates to listed software packages. * Custom features and add ons desired by Customer. * Web site or Mail Server integration features. * ETL or other Data processing services. * Synchronization services for devices or workstations. * Evaluation and recommendations regarding application and network security protections or any other concerns Company may have in order to safeguard Customers Software or other related systems.

* Provide consultation and installation Services for any new projects or tasks that Customer requests of Company. * Provide disaster recovery from backups and maintain current file library of all software source code licenses records or purchases Company made for Customer; and maintain history log or other record for Customer concerning all installations upgrades patches or other Services performed for Customer. * Offer general advice and guidance to Customers employees or end users and make recommendations to Customer concerning Customers systems and software. * Liaise with vendors hardware engineers and customer support or other Services or entities related to the maintenance and upkeep of Customers systems and software. 3. Limitation of Services. Company shall not be responsible for the following. 1 Liaising with billing and or accounting on matters related to payment for software licenses services or other items unless directly provided by or acquired for Customer by Company. 2 24 monitoring of web site or web server status unless otherwise specified and agreed upon in the specifications.

3 Fixing errors and omissions contained in any third party resource outside of the direct control of Company unless otherwise agreed upon in the Specifications. 4. Specifications. Company agrees to perform the Services pursuant to the specifications set forth in Exhibit attached hereto the Specifications 5. Term of Service. This Agreement shall commence on start date and shall continue in full force and effect until terminated by either party upon at least ninety days prior written notice. Absent termination notice no event except breach may terminate this Agreement prior to end date. Upon termination of this Agreement Company shall transfer and make available to Customer all property and materials in Companys possession or subject to Companys control that are the rightful property of Customer. Company shall make every reasonable effort to secure all written or descriptive matter that pertains to the Services or Work Product and agree to provide reasonable cooperation to arrange for the transfer of all property contracts agreements supplies and other third party interests including those not then utilized and all rights and claims thereto and therein. In the event of loss or destruction of any such material or descriptive matter Company shall immediately notify Customer of the details of the loss or destruction in writing and provide the necessary information for loss statement or other documentation to Customer. 6. Ownership Rights.

Company shall have ownership to all Companys Material. Companys Material consists of all copyrightable. Materials that do not constitute Services or Work Product as defined in Section Scope of Support Services; Section Scope of Development and Development Support Services; and in Exhibit Specifications. Materials that are owned solely by Company Pre existing Works or licensed to Company. Materials that are incorporated into the Work Product or part of the Services. Additional materials shall include but are not limited to. Insert additional materials here. Company shall hold all rights title and interest in and to Companys Material. Customer shall not do anything that may infringe upon or in any way undermine Companys rights title and interest in Companys Material as described in this paragraph 6. Notwithstanding the above Company hereby grants Customer an unrestricted nonexclusive perpetual fully paid up worldwide license for the use or for the sublicense of the use of any of Companys Material employed under this Agreement. 7. Compensation. For all of Companys Services under this Agreement Customer shall compensate Company in cash pursuant to the terms of Exhibit attached hereto. In the event Customer fails to make any of the payments referenced in Exhibit by the deadline set forth in Exhibit Company has the right but is not obligated to pursue any or all of the following remedies. terminate the Agreement breach immediately stop all Services or bring legal action.

8. Work Performed at Customers Location. Rules governing work performed by the Company that is considered onsite shall be defined in Exhibit B. Rules shall include but are not limited to. Availability of Company for visits any required number of onsite visits for this Agreement defining provisions and responsibilities for Customer to accommodate onsite visits and any other related matters pertaining to work performed at Customers location s. 9. Mutual Confidentiality. Customer and Company acknowledge and agree that the Specifications and all other documents and information related to the performance production creation or any expression of the Services or Work Product are the property of Company. Materials shared between Company and Customer the Confidential Information including but not limited to documentation product specifications drawings pictures photographs charts correspondence supplier lists financial reports analyses and other furnished property shall be the exclusive property of the respective owner the Owning Party and will constitute valuable trade secrets. Both parties shall keep the Confidential Information in confidence and shall not at any time during or after the term of this Agreement without prior written consent from the Owning Party disclose or otherwise make available to anyone either directly or indirectly all or any part of the Confidential Information. Excluded from the Confidential Information definition is anything that can be seen by the public or has been previously made available by the Owning Party in public venue. 10. Limited Warranty and Limitation on Damages. Company warrants the Services or Work Product will conform to the Specifications. If the Services or Work Product do not conform to the Specifications Company shall be responsible for correcting the Services or Work Product without unreasonable delay at Companys sole expense and without charge to Customer to bring the Services or Work Product into conformance with the Specifications. This warranty shall be the exclusive warranty available to Customer. Customer waives any other warranty express or implied. Customer acknowledges that Company is not responsible for the results obtained by Customer when using any Services or Work Product produced by Company. Customer waives any claim for damages direct or indirect and agrees that its sole and exclusive remedy for damages either in contract or tort is the return of the consideration paid to Company as set forth in Exhibit attached hereto. No action regardless of form arising out of the Services rendered or Work Product under the Agreement may be brought by either party more than one year after the cause of action has occurred. In no event shall Company be held liable for consequential damages. 11. Independent Contractor. Company is retained as an independent contractor. Company will be fully responsible for payment of Companys own income taxes on all compensation earned under this Agreement. Customer will not withhold or pay any income tax social security tax or any other payroll taxes on Companys behalf. Company understands that its employees will not be entitled to any fringe benefits that Customer provides for Customers employees generally or to any statutory employment benefits including without limitation workers compensation or unemployment insurance.

11 Independent Contractor Behavior. Company agrees to adhere to all of Customers policies and procedures concerning code and conduct while on Customers premises. Customer agrees to make available to Company prior to the commencement of this Agreement all manuals codes rules and regulations that Customer requires Customers staff or employees to read and or sign. 12. Insurance. Company shall maintain throughout the entire term of this Agreement adequate general liability insurance providing coverage against liability for bodily injury death and property damage that may arise out of or be based upon any act or omission of Company or any of their employees agents or subcontractors under this Agreement. Upon written request Company shall provide certificates from Companys insurers indicating the amount of insurance coverage the nature of such coverage and the expiration date of each applicable policy. Company shall not name Customer as an additional insured on any applicable policy at any time during this Agreement or as condition of acceptance of this Agreement. 13. Equipment. Customer agrees to make available to Company for Companys use in performing the Services required by this Agreement such items of hardware and software as Customer and Company may agree are reasonably necessary for such purpose.

13 Expenses. Company will not be reimbursed for any expenses incurred in connection with the Services or Work Product whether direct or indirect without the express written approval of Customer. Rules governing expenses for work performed by the Company that is considered onsite work shall be defined in Exhibit A. 14. General Provisions. 14 Entire Agreement. This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings written or oral between the parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by both parties hereto. 14 Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the State of state or province. Exclusive jurisdiction and venue shall be in the county County state or province Superior Court. 14 Binding Effect. This Agreement shall be binding upon and inure to the benefit of Customer and Company and their respective successors and assigns provided that Company may not assign any of their obligations under this Agreement without Customers prior written consent. 14 Waiver. The waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect limit or waive such partys right thereafter to enforce and compel strict compliance with every term and condition of this Agreement. 14 Good Faith. Each party represents and warrants to the other that such party has acted in good faith and agrees to continue to so act in the negotiation execution delivery performance and any termination of this Agreement.

14 No Right to Assign. Company has no right to assign sell modify or otherwise alter this Agreement except upon the express written advance approval of Customer which consent can be withheld for any reason. Customer may freely assign Customers rights and obligations under this Agreement. 14 Payments. In the event Customer fails to make any of the payments set forth on Exhibit within the time prescribed in Exhibit Company has the right to withhold Services remove Work Product from Consultant owned resources or seek legal remedy until payment is made in full plus accrued late charges of 2% per month. 14 Indemnification. Customer warrants that everything Customer gives Company in the execution or performance of Services or the creation of any and all Work Product is legally owned or licensed to Customer. Customer agrees to indemnify and hold Company harmless from any and all claims brought by any third party relating to any aspect of the Services or Work Product including but without limitation any and all demands liabilities losses costs and claims including attorneys fees arising out of injury caused by Customers products services material supplied by Customer or copyright infringement. 14 Use of Descriptions of Services or Work Product for Promotional Purposes.

Customer grants Company the right to use descriptive text testimonials performance metrics and other images photos and or graphics that demonstrate the Services or Work Product for promotional purposes and or to cross link such items with other promotional resources developed by Company. 14. 10 No Responsibility for Theft. Company has no responsibility for any third party taking all or any part of the Services or Work Product results of Services or Work Product or the improper use by any third party of any Services or Work Product produced by Company. 14. 11 Right to Make Derivative Works. Company has the exclusive rights in making any derivative works of any Services methodology or Work Product. 14. 12 Attorneys Fees. In the event any party to this Agreement employs an attorney to enforce any of the terms of the Agreement the prevailing party shall be entitled to recover its actual attorneys fees and costs including expert witness fees. 14. 13 No Responsibility for Loss.

Company is not responsible for any down time lost files equipment failures acts of nature or any damage resulting from activities considered beyond the control of Company such as war riots natural disasters vandalism and other events. The parties represent and warrant that on the date first written above they are authorized to enter into this Agreement in its entirety and duly bind their respective principals by their signatures below. EXECUTED as of the date first written above. company name By signator authorized signature or signer. Job title of signator authorized signature or signer.

Date when the contact was signed company name By signator authorized signature or signer. Job title of signator authorized signature or signer. Date when the contact was signed Customer Initials Company Initials

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