Software development and usage agreement.

This AGREEMENT is made and entered into as of _________[date], by and between XYZXYZ INCORPORATED (hereinafter, "Xyzxyz"), a _________[State] corporation, maintaining its principal place of business at _________[address], and _________ COMPUTER SERVICES, INC. (hereinafter, "_________"), a _________[State] corporation maintaining its principal place of business at [address].

1. TERM: This agreement shall be in effect for a period of 5 years from the date of its acceptance by _________. Thereafter, should either party hereto desire to terminate or modify any provision herein as of the termination date, said party shall notify the other of its desire for such termination or modification in writing at least 60 days prior to such termination date. Failing such notice, this Agreement shall automatically renew itself for one year terms and continue in full force and effect from term to term thereafter unless either party hereto shall notify the other of its desire for such changes not later than 60 days prior to the anniversary of any renewal date. Either party may terminate this agreement for cause at any time by giving 30 days written notice and opportunity to cure.

2. COMPUTER OPERATIONS: _________ will provide computer usage services to Xyzxyz. A fee for Services in the amount of $_________ will be paid to _________ each month. The computer will be available 7 days a week, 24 hours a day except time for scheduled backup. _________ will not be responsible to Xyzxyz for delays or failure in performance caused by events beyond _________'s control including but not limited to fire, strikes, floods, utility failure, war and other disasters. _________ agrees:

(a). To back up the Xyzxyz database and all programs and secure off site to prevent any loss of data due to any catastrophe.

(b). To maintain a security system within the database so that each user can access only those records in the common databases that pertain to that specific user's business requirements and needs.

3. PROGRAMMING: _________ will provide programming services as needed to meet the requirements of Xyzxyz in accordance with the specifications and schedule set forth on Exhibit "A". _________ will bill for these services monthly on a time and expenses basis as work is performed. _________'s total fee for developing the vision, dental and hearing claims, eligibility, and reporting systems and providing complete documentation for all software as mutually agreed, will not exceed $_____ without the written approval from Xyzxyz Board of Directors. _________ will be free to use all ideas, concepts, know-how and techniques related to data processing and computer programs in its own behalf during the course of this agreement, subject to the provisions of Sections 11 and 12 of this agreement.

4. IT IS EXPRESSLY AGREED AND UNDERSTOOD THAT: The fee payable to _________ hereunder includes and shall cover all of the services set forth in this agreement and there will be no additional charges whatsoever to Xyzxyz for changes to the case system required by programming errors. _________ agrees to provide reasonable documentation for its fees and expenses to Xyzxyz upon request.

5. WARRANTY: In the event of an error or omission by _________ in connection with the services to be performed hereunder by _________ which is the proximate cause of damages or loss to Xyzxyz, _________ will either (a) rerun the work correctly at no extra cost to Xyzxyz, or (b) credit Xyzxyz' account for the improper work. This election shall be determined jointly by Xyzxyz and _________. _________ warrants that all software developed for Xyzxyz will be _________'s original work and will not incorporate any material created by or belonging to others.

6. MAINTENANCE: _________ agrees to pay for maintenance of all computer equipment, workstations, PC's and printers located in _________'s office. Likewise, Xyzxyz agrees to pay for maintenance on all computer equipment, workstations, PC's and printers located at Xyzxyz' office.

7. COMPUTER SUPPLIES AND EQUIPMENT: _________ agrees to pay for all data processing equipment, workstations, PC's, software products, etc. and any necessary computer supplies such as green bar stock paper,