paid by Client remains due and unpaid beyond the date such amount is due.  Any suspension of Services by “COMPANY NAME” as a result of Client’s failure to make payment as required will extend the due dates of “COMPANY NAME” Deliverables and other Services to the extent impacted by such suspension or delay.

3.2           Invoices; Payments.  “COMPANY NAME” will invoice Client for all fees, charges and reimbursable items payable to “COMPANY NAME” on a monthly basis as such payments are due.  Client will pay the invoiced amount in full within thirty (30) days of the date of each invoice, without deduction, setoff, defense or counterclaim for any reason.  Client will pay interest, at a rate equal to the lesser of 1.5% per month (or part thereof) or the maximum legal rate permitted, on the amount shown on any invoice that is paid later than thirty (30) days after the date of  the invoice.

3.3           Taxes.  Client agrees to pay amounts equal to any Federal, state or local sales, use, excise, privilege or other taxes or assessments, however designated or levied, relating to any amounts payable by Client to “COMPANY NAME” hereunder, this Agreement or any Services provided by “COMPANY NAME” to Client pursuant hereto and any taxes or amounts in lieu thereof paid or payable by “COMPANY NAME”, exclusive of taxes based on “COMPANY NAME”’s net income or net worth.  “COMPANY NAME” will invoice Client for any taxes payable by Client that are required to be collected by “COMPANY NAME” pursuant to any applicable law, rule, regulation or other requirement of law.  “COMPANY NAME” shall clearly indicate on the invoices sent to Client the amount billed for any service provided within the United States, by state, and the amount billed for any service provided outside the United States.

4.             OBLIGATIONS OF THE PARTIES

4.1           Working Environment.  For any Services to be provided by “COMPANY NAME” at any of Client’s sites, Client shall provide “COMPANY NAME”’s personnel with (i) a suitable and adequate work environment, including space for work and equipment for performance of the Services; (ii) access to and use of Client’s facilities and relevant information, including software, hardware and documentation, and Client will provide and maintain PC workstations for such personnel’s use and assist such personnel in a timely manner by promptly correcting any hardware or software problems that would affect the performance of Services; and (iii) any other items set forth in each Work Schedule.

4.2           Client’s Personnel Commitment.  Client will ensure that all Client’s personnel who may be necessary or appropriate for the successful implementation of the Services will, on reasonable notice, (i) be available to assist “COMPANY NAME”’s personnel by answering business, technical and operational questions and providing requested documents, guidelines and procedures in a timely manner; (ii) participate in the Services as outlined in the Work Schedule; (iii) participate in progress and other Service related meetings; (iv) contribute to software and system testing; and (v) be available to assist “COMPANY NAME” with any other activities or tasks required to complete the Services in accordance with the Work Schedule.

4.3           Visa/Work Permits.           In the event it is necessary for “COMPANY NAME” to obtain visas or work permits for “COMPANY NAME” personnel, Client will cooperate with “COMPANY NAME” by taking all reasonably necessary actions to facilitate “COMPANY NAME”' efforts, including, but not limited to, providing documentation indicating the nature and location of the work to be performed, the necessity of the work to be performed, and other documentation as may be reasonably required and related to this Agreement, and posting such notices as may be legally required.

4.4           Export Control.  The term "technical data" used in this section is defined in the United States Export Administration Regulations ("Regulations").  The parties acknowledge that to the extent any tangible or intangible technical data provided under this Agreement are subject to US export laws and the Regulations, each party agrees that it will not use, distribute, transfer, or transmit technical data provided by the other party under this Agreement except in compliance with the Regulations.  Each party shall comply with the Foreign Corrupt Practices Act, as amended, and the rules and regulations thereunder.

5.             OWNERSHIP

5.1           Ownership of “COMPANY NAME” Deliverables. “COMPANY NAME” agrees that upon payment in full, the “COMPANY NAME” Deliverables shall be the property of, and ownership thereof shall vest in, Client.  Ownership of Deliverables excludes “COMPANY NAME” Proprietary Intellectual Property, as defined below, and any third party software that is incorporated into the Deliverables. “COMPANY NAME” agrees to take all reasonably necessary actions which are necessary to assure the conveyance to Client of all right, title and interest in, to and under any “COMPANY NAME” Deliverables, including copyright.  The cost of conveying such rights shall be at Client’s expense.

5.2           Grant of License.  “COMPANY NAME” hereby grants to Client, a royalty-free, worldwide, non-exclusive right and license to client only to that necessary “COMPANY NAME” Proprietary Intellectual Property, if any, that is incorporated into the “COMPANY NAME” Deliverables, for use only in conjunction with the “COMPANY NAME” Deliverables, and only for Client's internal use.

5.3           Residual Rights.  Notwithstanding the above, Client agrees that “COMPANY NAME”, its employees and agents shall be free to use and employ their general skills, know-how, and expertise, and to use, disclose, and employ any generalized ideas, concepts, know-how, methods, techniques or skills gained or learned during the course of any Services performed hereunder, subject to its obligations respecting Client’s Confidential Information pursuant to Section 6.  Client understands and agrees that “COMPANY NAME” may perform similar services for third parties using the same personnel that “COMPANY NAME” may utilize for rendering Services for Client hereunder, subject to “COMPANY NAME” obligations respecting Client’s Confidential Information pursuant to Section 6.

5.4           “COMPANY NAME” Proprietary Intellectual Property.  Client acknowledges that as part of performing the Services, “COMPANY NAME” personnel may utilize proprietary software, methodologies, tools, specifications, drawings, sketches, models, samples, records, documentation, works of authorship or creative works, ideas, knowledge or data which has been originated or developed by the personnel of “COMPANY NAME” or its affiliates or by third parties under contract to “COMPANY NAME” to develop same, or which has been purchased by, or licensed to, “COMPANY NAME” (collectively, ““COMPANY NAME” Proprietary Intellectual Property”).  “COMPANY NAME” Proprietary Intellectual Property includes, but is not limited to, “COMPANY NAME”' methodologies for managing Year 2000 projects and the Impact Analyzer™ and Viewer™, Code Changers™, and Data Migration Program Generator™ tools and any new or improved methodologies or tools developed by “COMPANY NAME” during the course of any project hereunder which are not explicitly included with Client Deliverables. Client agrees that “COMPANY NAME” Proprietary Intellectual Property is the sole property of “COMPANY NAME” (or its licensor) and that “COMPANY NAME” (or its licensor) will at all times retain sole and exclusive title to and ownership thereof.   Except as expressly provided above, nothing contained in this Agreement or otherwise shall be construed to grant to Client any right, title, license or other interest in, to or under any “COMPANY NAME” Proprietary Intellectual Property (whether by estoppel, implication or otherwise). Client agrees to take all reasonably necessary actions, which are necessary to assure the conveyance of all right, title and interest in, to and under any “COMPANY NAME” Proprietary Intellectual Property or any enhancement thereof, including copyright, to “COMPANY NAME” (or its licensor).  The cost of conveying such rights shall be at “COMPANY NAME”’s expense.

6.             CONFIDENTIAL INFORMATION

6.1           Confidentiality Obligations.  Client and “COMPANY NAME” shall each (i) hold the Confidential Information (as defined below) of the other in trust and confidence and avoid the disclosure or release thereof to any other person or entity by using the same degree of care as it uses to avoid unauthorized use, disclosure, or dissemination of its own Confidential Information of  a similar nature, but not less than reasonable care, and (ii) not use the Confidential Information of the other party for any purpose whatsoever except as expressly contemplated under this Agreement or any Work Schedule.  Each party shall disclose the Confidential Information of the other only to those of its employees having a need to know such Confidential Information and shall take all reasonable precautions to ensure that its employees comply with the provisions of this Section 6.1.

6.2           The term “Confidential Information” shall mean any and all information or proprietary materials (in every form and media) not generally known in the relevant trade or industry and which has been or is hereafter disclosed or made available by either party (the “disclosing party”) to the other (the “receiving party”) in connection with the efforts contemplated hereunder, including (i) all trade secrets, (ii) existing or contemplated products, services, designs, technology, processes, technical data, engineering, techniques, methodologies and concepts and any information related thereto, and (iii) information relating to business plans, sales or marketing methods and customer lists or requirements. 

6.3           The obligations of either party under this Section 6.1 will not apply to information that the receiving party can demonstrate (i) was in its possession at the time of disclosure and without restriction as to confidentiality, (ii) at the time of disclosure is generally available to the public or after disclosure becomes generally available to the public through no breach of agreement or other wrongful act by the receiving party, (iii) has been received from a third party without restriction on disclosure and without breach of agreement by the receiving party, (iv) is independently developed by the receiving party without regard to the Confidential Information of the other party, or (v) is required to be disclosed by law or order of a court of competent jurisdiction or regulatory authority, provided that the receiving party shall furnish prompt written notice of such required disclosure and reasonably cooperate with the disclosing party, at the disclosing party’s expense, in any effort made by the disclosing party to seek a protective order or other appropriate protection of its Confidential Information. 

7.             INDEMNIFICATION

7.1        Intellectual Property Rights Indemnity.  ”COMPANY NAME” and Client (in such case, the “indemnifying party”) each agree to indemnify and hold harmless the other (in such case, the “indemnified party”) from and against any costs and damages awarded against the indemnified party by a court pursuant to a final judgment as a result of, and defend the indemnified party against, any claim of infringement of any U.S. patent or copyright or misappropriation of any trade secret related to a “COMPANY NAME”

Deliverable (in the case of indemnification by “COMPANY NAME”) or “COMPANY NAME”’s possession, use or modification of any software, documentation, data or other property provided by Client (in the case of indemnification by Client).

7.2           Intellectual Property Rights Exclusions.  “COMPANY NAME” shall have no obligation under Section 7.1 or other liability for any infringement or misappropriation claim resulting or alleged to result from:  (1) use of the “COMPANY NAME” Deliverables or any part thereof in combination with any equipment, software or data not approved for by “COMPANY NAME”, or use in any manner for which the Deliverable was not designed, or if the Deliverable has been modified or altered by an person or entity other than “COMPANY NAME”; (2) any aspect of Client’s software, documentation or data which existed prior to “COMPANY NAME”’s performance of Services; (3) any claim arising from any instruction, information, design or other materials furnished by any third party including Client to “COMPANY NAME” hereunder; or (4) Client’s continuing the allegedly infringing activity after being notified thereof or after being informed and provided with modifications that would have avoided the alleged infringement.   This section 7 sets forth the exclusive remedy and entire liability and obligation of each party with respect to intellectual property infringement or misappropriation claims, including patent or copyright infringement claims and trade secret misappropriation.

7.3           Infringement Remedies.  In the event of an infringement or misappropriation claim as described in Section 7.1 above arises, or if “COMPANY NAME” reasonably believes that a claim is likely to be made, “COMPANY NAME”, at its option and in lieu of indemnification, may:  (i) modify the applicable “COMPANY NAME” Deliverables provided under the Services so that they become non-infringing but functionally equivalent; or (ii) replace the applicable “COMPANY NAME” Deliverables with material that is non-infringing but functionally equivalent; or (iii) obtain for Client the right to use such “COMPANY NAME” Deliverables upon commercially reasonable terms; or (iv) remove the infringing or violative “COMPANY NAME” Deliverables and refund to Client the fees received for such “COMPANY NAME” Deliverables that are the subject of such a claim based on a five (5) year straight line depreciation.

7.4           Personal Injury and Property Damage Indemnity.  ”COMPANY NAME” and Client each agree to indemnify, defend and hold harmless the other from and against any and all claims, actions, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and expenses, arising out of third party claims for bodily injury or damage to real or tangible personal property, not including software, data, and documentation, to the extent caused directly and proximately by the gross negligence or willful misconduct of the indemnifying party, its employees or agents.

7.5           Indemnification Procedures.  The obligations to indemnify, defend and hold harmless set forth above in this Section 7 will not apply to the extent the indemnified party was responsible for giving rise to the matter upon which the claim for indemnification is based and will not apply unless the indemnified party (i) promptly notifies the indemnifying party of any matters in respect of which the indemnity may apply and of which the indemnified party has knowledge; (ii) gives the indemnifying party full opportunity to control the response thereto and the defense thereof, including any agreement relating to the settlement thereof, provided that the indemnifying party shall not settle any such claim or action without the prior written consent of the indemnified party (which shall not be unreasonably withheld or delayed); and (iii) cooperates with the indemnifying party, at the indemnifying party’s cost and expense in the defense or settlement thereof.  The indemnified party may participate, at its own expense, in such defense and in any settlement discussions directly or through counsel of its choice on a monitoring, non-controlling basis.

8.             WARRANTY

8.1           Limited Warranty.  With respect to any “COMPANY NAME” Deliverable or Services, “COMPANY NAME” warrants the following for a period of thirty (30) days following final acceptance by Client of the particular “COMPANY NAME” Deliverable or the performance of such other Services (the “Warranty Period”):

(a)           the applicable Services rendered hereunder will be performed by qualified  personnel;

(b)           the Services performed will substantially conform to any applicable requirements set forth in the Work Schedule;

(c)           the “COMPANY NAME” Deliverables will materially conform to the corresponding specifications for such “COMPANY NAME” Deliverables; as set  forth in the applicable Work Schedule.

8.2        Remedies.  “COMPANY NAME” does not warrant that any “COMPANY NAME” Deliverable will operate uninterrupted or error-free, provided that “COMPANY NAME” shall remain obligated pursuant to this Section 8.  In the event that any “COMPANY NAME” Deliverable or Service fails to conform to the foregoing warranty in any material respect, the sole and exclusive remedy of Client will be for “COMPANY NAME”, at its expense, to promptly use commercially reasonable efforts to cure or correct such failure.  Upon failure of the foregoing, Client’s remedies, and “COMPANY NAME”’s entire liability, as a result of such failure, shall be subject to the limitations set forth in Section 9 hereof.  The foregoing warranty is expressly conditioned upon (i) Client providing “COMPANY NAME” with prompt written notice of any claim thereunder prior to the expiration thereof, which notice must identify with particularity the non-conformity; (ii) Client’s full cooperation with “COMPANY NAME” in all reasonable respects relating thereto, including, in the case of modified software, assisting “COMPANY NAME” to locate and reproduce the non-conformity; and

(iii) with respect to any “COMPANY NAME” Deliverable, the absence of any alteration or other modification of such “COMPANY NAME” Deliverable by any person or entity other than “COMPANY NAME”.

8.3           Disclaimer.  EXCEPT AS EXPRESSLY PROVIDED IN SECTION 8.1, “COMPANY NAME” DOES NOT MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER SUCH WARRANTY BE EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY FROM COURSE OF DEALING OR USAGE OF TRADE.

8.4           Responsibility of Client.  In the event that Client asserts any claim for warranty services hereunder and such claim relates to any matter that is determined not to be “COMPANY NAME”’s responsibility hereunder (including any problem with Client’s computer hardware or software that was not caused by any Services performed by “COMPANY NAME”), Client will be responsible to pay “COMPANY NAME” for all costs incurred for all evaluation, correction or other services performed by “COMPANY NAME” relating to such claim on a time and materials basis at “COMPANY NAME”’s then standard billing rates.

9.             LIMITATION OF LIABILITY AND REMEDIES

9.1           Exclusion of Damages.  Except as expressly provided herein, in no event shall either party be liable to the other party or any other person or entity for any special, exemplary, indirect, incidental, consequential or punitive damages of any kind or nature whatsoever (including, without limitation, lost revenues, profits,  savings or business) or loss of records or data, whether in an action based on contract, warranty, strict liability, tort (including, without limitation, negligence) or otherwise, even if such party has been informed in advance of the possibility of such damages or such damages could have been reasonably foreseen by such party. 

9.2           Total Liability.   In no event shall either party's liability to the other party or any other person or entity arising out of or in connection with this Agreement or the Services exceed, in the aggregate, the total fees paid by Client to “COMPANY NAME” for the particular Services or “COMPANY NAME” Deliverable with respect to which such liability relates (or in the case of any liability not related to a particular portion of the Services, the total fees paid by Client to “COMPANY NAME” under the applicable Work Schedule), whether such liability is based on an action in contract, warranty, strict liability or tort (including, without limitation, negligence) or otherwise. “COMPANY NAME” will not be liable for any damages claimed by Client based upon any third-party claim, except for claims by “COMPANY NAME”'s subcontractors against Client relating to work performed at “COMPANY NAME”’s request  under this Agreement.  The limitations specified in this Section 9 will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.  No action arising out of or in connection with this Agreement or any of the Services  or Products provided hereunder may be brought by either party more than one (1) year after the cause of action has accrued, except that an action for nonpayment of any monies due “COMPANY NAME” hereunder may be brought within two (2) years of the date of the termination of performance under this Agreement.

10.           EMPLOYEES

10.1         No Employee Relationship.  “COMPANY NAME”’s employees are not and shall not be deemed to be employees of Client.  “COMPANY NAME” shall be solely responsible for the payment of all compensation to its employees, including provisions for employment taxes, workmen’s compensation and any similar taxes associated with employment of “COMPANY NAME”’s personnel.  “COMPANY NAME”’s employees shall not be entitled to any benefits paid or made available by Client to its employees.

10.2         Non-Solicitation Obligations.  During the term hereof and for a period of twelve (12) months thereafter, neither party shall, directly or indirectly, solicit for employment or employ, or accept services provided by, any employee, officer or independent contractor of the other party who performed any work in connection with or related to the Services.

10.3         Subcontractors.  “COMPANY NAME” may engage third parties to furnish services in connection with the Services or Products, provided that such third parties have executed appropriate confidentiality agreements with “COMPANY NAME”.  In addition, Services may be performed by affiliates of “COMPANY NAME”.   No such engagement will relieve “COMPANY NAME” from any of its obligations under this Agreement.

11.           TERM AND TERMINATION

11.1         Term. The term of this Agreement will commence on the date first written above and will remain and continue in effect, unless sooner terminated, as provided hereunder.

11.2      Termination. This Agreement may be terminated by either party (the “non-breaching party”) upon written notice to the other party if any of the following events occur by or with respect to such other party (the “breaching party”):  (i) the breaching party commits a material breach of any of its obligations hereunder and fails to cure such breach within the time period set forth in Section 11.3 hereof or fails to reach an agreement with the non-breaching party regarding the cure thereof; or (ii) any insolvency of the

breaching party, any filing of a petition in bankruptcy by or against the breaching party, any appointment of a receiver for the breaching party, or any assignment for the benefit of the breaching party’s creditors.

11.3         If either party commits a material breach, as set forth above, and such party fails to reach an agreement with the other party regarding cure of such breach within thirty (30) days after receipt of notice of such breach, the non-breaching party may, in addition to other remedies, terminate this Agreement in whole or in part.

11.4         Termination by “COMPANY NAME”.  In the event “COMPANY NAME” terminates this Agreement pursuant to this Section 11, “COMPANY NAME” will be entitled to recover payment for all Services rendered through the date of termination (including for work in progress), those costs incurred in anticipation of performance of the Services to the extent they cannot reasonably be eliminated, any other termination costs “COMPANY NAME” incurs, including, but not limited to, cancelling any secondary contracts it undertook in anticipation of performance of the Services, any reasonable wind-down expenses, any reasonable expenses incurred in reallocating “COMPANY NAME” personnel to other projects, and any other actual damages suffered by “COMPANY NAME”.

11.5         Termination by Client.  In the event Client terminates this Agreement pursuant to this Section 11, Client may retain all “COMPANY NAME” Deliverables delivered to or for the benefit of Client hereunder through the date of termination, upon payment by Client for all Deliverables and any other Services rendered through the date of termination (including work in progress).  In addition, Client may recover its actual damages, subject to the limitations set forth in Section 9 hereof. 

11.6         Survival.  In the event of termination or upon expiration of this Agreement, Sections 3, 5, 6, 7, 8 (subject to the expiration of any warranty period), 9, 11, and 12 hereof will survive and continue in full force and effect.

12.           MISCELLANEOUS

12.1         This Agreement will be governed by the laws of the State of California, without reference to the principles of conflicts of law. The parties acknowledge and agree that this Agreement relates solely to the performance of services (not the sale of goods) and, accordingly, will not be governed by the Uniform Commercial Code of any State having jurisdiction. Neither party may assign or otherwise transfer any of its rights, duties or obligations under this Agreement without the prior written consent of the other party, except either party may, upon prior written notice to the other party (but without any obligation to obtain the consent of such other party), assign this Agreement or any of its rights hereunder to any affiliate of such party, or to any entity who succeeds (by purchase, merger, operation of law or otherwise) to all or substantially all of the capital stock, assets or business of such party, if such entity agrees in writing to assume and be bound by all of the obligations of such party under this Agreement. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assignees.  All notices required by this Agreement will be given in writing to the other party and delivered by registered mail, international air courier, facsimile, or the equivalent.  Notices will be effective when received as indicated on the facsimile, registered mail, or other delivery receipt.  All notices will be given by one party to the other at its address stated on the first page of this Agreement unless a change thereof previously has been given to the party giving the notice.  This Agreement may be modified only by a written amendment executed by duly authorized officers or representatives of both parties. This Agreement may be executed in several counterparts, each of which will be deemed an original, and all of which taken together will constitute one single Agreement between the parties with the same effect as if all the signatures were upon the same instrument. This Agreement and all Work Schedules attached hereto constitute the complete and exclusive statement of the agreement between the parties and supersedes all proposals, oral or written, and all other prior or contemporaneous communications between the parties relating to the subject matter herein.

IN WITNESS WHEREOF, “COMPANY NAME” and Client have caused this Agreement to be signed and delivered by their duly authorized officers, all as of the date first herein above written.

“COMPANY NAME” Technologies, Inc                                                                   Client   

By:                                                                                                                          By:                                                                         

       Name:                                                                                                                           Name:

       Title:                                                                                                                              Title: