Software Development Agreement

This Software Development Agreement is made on [AGREEMENT DATE] (the

"Effective Date") between [PARTY A NAME], [whose principal place of residence is at /
a [CORPORATE JURISDICTION] corporation with its principal place of business at
[PARTY A ADDRESS]] (the "[PARTY A ABBREVIATION]") and [PARTY B NAME],
[whose principal place of residence is at / a [CORPORATE JURISDICTION] corporation
with its principal place of business at] [PARTY B ADDRESS]] (the "[PARTY B
ABBREVIATION]").

(The capitalized terms used in this agreement, in addition to those above, are defined in
section [DEFINITIONS].)

1. Development Services. [PARTY A] shall provide [PARTY B] with certain software

according to [PARTY B]'s Specifications (the "[DELIVERABLE]") and maintenance,
training, and support services in connection with the [DELIVERABLE].

2. Specifications. Promptly after the Effective Date, [PARTY B] shall

2.1. define the specifications of the [DELIVERABLE] and the schedule for its
development and delivery (the "Specifications"), and

2.2. deliver to [PARTY A] a written copy of the Specifications.

3. Development. [PARTY A] shall use reasonable efforts to design, develop, and

implement the [DELIVERABLE] according to the Specifications.

4. Make [DELIVERABLE] Available for Download. On the later of the Effective Date
and [PARTY B]'s first payment for the [DELIVERABLE], [PARTY A] shall make the
[DELIVERABLE] available to [PARTY B] in an electronic, downloadable format on
[PARTY A]'s website, at [INSERT URL OF WEBSITE].

5. Acceptance and Rejection

5.1. Inspection Period. [PARTY B] will have [INSPECTION PERIOD] Business Days'
after [PARTY A] delivers the [DELIVERABLE] to inspect and test the [DELIVERABLE]
to ensure it meets the Acceptance Criteria (the "Inspection Period").

5.2. Acceptance. If in [PARTY B]'s opinion the [DELIVERABLE] meets the Acceptance
Criteria, [PARTY B] shall accept the [DELIVERABLE] and notify [PARTY A] that it is
accepting the [DELIVERABLE].

5.3. Deemed Acceptance. [PARTY B] will be deemed to have accepted the

[DELIVERABLE] if
 (a) [PARTY B] fails to notify [PARTY A] on or before the expiration of the Inspection
Period, or

(b) if during the Inspection Period, [PARTY B] sells or attempts to sell, runs, or
otherwise uses the [DELIVERABLE] beyond what is necessary for inspection and
testing and in a way a reasonable person would consider consider consistent with
[PARTY B] having accepting ownership of the [DELIVERABLE] from [PARTY A].

5.4. Rejection. If in [PARTY B]'s opinion, the [DELIVERABLE] fails in a material way
to meet the Acceptance Criteria, [PARTY B] may reject the [DELIVERABLE] by
delivering to [PARTY A] a written list detailing each failure to satisfy the Acceptance
Criteria.

5.5. Opportunity to Cure. If [PARTY B] rejects the [DELIVERABLE], [PARTY A] will

have [NUMBER OF OPPORTUNITIES TO CURE] opportunities to promptly cure each
failure in the [DELIVERABLE] and re-deliver the [DELIVERABLE] to [PARTY B] to re-
inspect and test.

5.6. Continued Failure to Cure. If in [PARTY B]'s opinion, [PARTY A]'s corrections fail
to satisfy the Acceptance Criteria [NUMBER OF OPPORTUNITIES TO CURE] times,
[PARTY B] may terminate this agreement.

5.7. Acceptance Criteria. "Acceptance Criteria" means the specifications the

[DELIVERABLE] must meet, [as agreed on by the parties in writing / as listed in
[ATTACHMENT], attached to this agreement].

6. Training and Support Services

6.1. Training. [PARTY A] shall, at [PARTY A]'s expense, provide [PARTY B]'s
employees with the initial training services necessary and desirable to operate the
Software, as further described in the [ATTACHMENT], attached to this agreement, at
[PARTY A]'s offices and on days and times the parties agree to in writing.

6.2. Support

(a) Initial Support. For the [12] month period beginning on the Effective Date, and at
[PARTY A]'s own expense, [PARTY A] shall provide [PARTY B] with

(i) telephone or electronic support during [PARTY A]'s normal business hours in
order to help [PARTY B] locate and correct problems with the Software, and

(ii) internet-based support system generally available seven days a week, twenty-four
hours a day.

(b) Renewed Support. After the initial [12] month support period, [PARTY B] may
elect to renew [PARTY A]'s support services under this paragraph [SUPPORT] for
additional [12] month periods, at [PARTY A]'s then-current service rates.
7. Changes to Services

7.1. Change Orders. [PARTY B] may request changes to the [DELIVERABLE] by

written notice to [PARTY A].

7.2. Additional Time or Expense. If the proposed change will require a delay in delivery
of the [DELIVERABLE] or would result in additional expense,

(a) [PARTY A] shall submit a proposal for the requested changes, detailing any added
time and expense, and

(b) [PARTY B] may elect to either

(i) withdraw its proposed change, or

(ii) require [PARYT A] to provide the [DELIVERABLE] with the proposed change,
subject to the delay and additional expense.

7.3. Termination. If [PARTY A] cannot, or chooses not to accept the change order, then
[PARTY B] may terminate this agreement and pay [PARTY A] any amounts it already
owes under this agreement.

7.4. Changes Made in Writing. If the parties agree to make changes to the
[DELIVERABLE], the parties shall make those changes in writing, signed by each party.

8. Purchase Price. [PARTY B] shall pay [PARTY A] a purchase price of $[PURCHASE

PRICE] (the "Purchase Price") for the [DELIVERABLE].

9. Purchase Price. [PARTY B] shall pay the Purchase Price

9.1. in an initial down payment of $[DOWN PAYMENT AMOUNT] due on [[DATE,

MONTH] / the date of this agreement], and

9.2. with the remaining payment of $[REMAINING PAYMENT AMOUNT] due on

[[DATE, MONTH] / delivery and [PARTY B]'s acceptance (after [PARTY B] has
reasonable opportunity to inspect, at its own expense)],

9.3. both payment made in immediately available funds, and

9.4. to the account [PARTY A] lists immediately below:

Account Number:

Routing Number:

10. Taxes. Payment amounts under this agreement do not include Taxes, and [PARTY B]
shall pay all Taxes applicable to payments between the parties under this agreement.
11. Interest on Late Payments. Any amount not paid when due will bear interest from the
due date until paid at a rate equal to [1]% per month ([12.68]% annually) or the maximum
allowed by Law, whichever is less.

12. Term. This agreement begins on [the Effective Date] and will continue until
[CONDITION / EVENT / FULFILLMENT OF ORDER / COMPLETION OF
SERVICES], unless terminated earlier (the "Term").

13. Limited Warranty

13.1. Limited Media Warranty. The Developer warrants that, for a period of [MEDIA
WARRANTY PERIOD] following delivery of the Software, the media upon which the
Software is delivered will be free from defects in materials and workmanship under normal
use.[ The Developer's sole obligation in this regard will be to provide the Customer with a
performing copy of the Software within a reasonable time following the Customer's
written notice to the Developer of the defect.]

13.2. Limited Support Warranty. For a period of [SUPPORT WARRANTY PERIOD]

following the [delivery OR installation] of the Software, the Developer shall perform its
maintenance and support services consistent with generally accepted industry standards,
but only if the Software is installed and operated in accordance with the Developer's
documentation and other instructions.

13.3. Limited Performance Warranty. The Developer warrants that, for a period of
[PERFORMANCE WARRANTY PERIOD] starting on the date of [delivery OR
installation] of the Software, the Software will perform substantially in accordance with
the functional specifications set forth in the documentation, but only if the Software is
installed and operated in accordance with the Developer's documentation and other
instructions.

13.4. Disclaimer. [The Developer does not warrant that the functions contained in the
Software will meet the Licensee's requirements or operate in the combination desired by
the Licensee, or that the Software's operation will be uninterrupted or error-free. ]The
Developer does not make and will not be liable for any warranties other than those
expressly included in this agreement.

14. No Infringement. [PARTY A] hereby warrants that nothing in the [DELIVERABLE],

nor [PARTY B]'s use of the [DELIVERABLE], will infringe or constitute a
misappropriation of the Intellectual Property rights of a third party.

15. No Open Source. [PARTY A] hereby warrants that the [DELIVERABLE] does not
contain any software, hardware, or other materials, components, or parts licensed under an
open source license.

16. No Warranty
16.1. "As-Is". Unless otherwise listed in this agreement, the [DELIVERABLE] is
provided "as is," with all faults, defects, bugs, and errors.

16.2. No Warranty. Unless otherwise listed in this agreement,

(a) [PARTY A] does not make any warranty regarding the [DELIVERABLE], which
includes that

(b) [PARTY A] hereby disclaims to the [fullest] extent authorized by Law any and all
[other] warranties, whether express or implied, including any implied warranties of
[title, non-infringement, quiet enjoyment, integration,] merchantability or fitness for
a particular purpose.

17. Exclusions from Warranty. [PARTY A]'s warranties under this agreement exclude
any claims by [PARTY B] based on defects in the [DELIVERABLE] caused by [PARTY
B], or by third parties beyond [PARTY A]'s control.

18. Work Made for Hire. [PARTY A] hereby acknowledges the parties' mutual intent
that the [DELIVERABLE] is a "work for hire" within the meaning of the Copyright Act of
1976, as amended, and be [PARTY B]'s exclusive property.

19. Assignment of Rights. On [PARTY B]'s acceptance of the [DELIVERABLE] and

payment of all compensation due to [PARTY A], [PARTY A] shall assign to [PARTY B]
its entire interest in the [DELIVERABLE] (including all Intellectual Property and other
property rights).

20. Confidentiality Obligations. The parties shall continue to be bound by the terms of
the non-disclosure agreement between the parties, dated [DATE] and attached to this
agreement on [ATTACHMENT].

21. Insurance

21.1. Insurance Requirement. [PARTY A] shall maintain the insurance necessary to

cover its obligations and responsibilities under this agreement, or any amount required by
Law, but in no case less than

[LIST OF SPECIFIC TYPES AND AMOUNTS OF INSURANCE REQUIRED]

21.2. Proof of Insurance. At [PARTY B]'s request, [PARTY A] shall provide [PARTY B]
with certificates or other acceptable proof of its insurance, describing the coverage of its
insurance, and notice of any material change to its insurance.

21.3. Additional Insurance. [PARTY B] may require [PARTY A] to obtain a reasonable

amount of additional insurance, by providing [PARTY A] with

(a) good reason for the additional insurance, and

 (b) requirements for the additional insurance.

21.4. Additional Insured

(a) [PARTY B] Added to [PARTY A]'s Policy [PARTY A] shall, within

[ADDITIONAL INSURED NOTIFICATION DAYS] Business Days' of the Effective
Date, have [PARTY A]'s insurer add [PARTY B] as an additional insured to [PARTY
A]'s policy.

(b) Certificate of Insurance. [PARTY A] shall have its insurer send a certificate to
[PARTY B], proving [PARTY B] has been added to [PARTY A]'s policy, and
confirming that the insurer will give [PARTY B] [30] Business Days written notice
before any proposed cancelation, modification, or reduction in coverage of [PARTY
A]'s policy.

21.5. No Contribution from [PARTY A]. Any insurance carried by [PARTY B] will not
be subject to contribution.

22. Escrow of Source Code

22.1. Delivery of Object Code. [PARTY A] will be required to provide the

[DELIVERABLE] to [PARTY B] in object code form only.

22.2. Escrow of Source Code. Within [ESCROW DELIVERY DAYS] Business Days'
after delivering the object code of the [DELIVERABLE] to [PARTY B], [PARTY A] shall
deposit one copy, on [PARTY B]'s behalf, of the [DELIVERABLE] in source code with
an escrow agent specializing in software escrows who the parties agree on in writing.

22.3. Updates of Source Code. If [PARTY A] makes any updates, enhancements, or

modifications to the [DELIVERABLE], [PARTY A] shall promptly deposit one copy, on
[PARTY B]'s behalf, of that update, enhancement, or modification, and any documentation
related to the update, enhancement, or modification, to the escrow agent.

22.4. Upkeep of Escrow Account. [PARTY B] shall pay all fees necessary to establish
and maintain the escrow.

22.5. Contingent License. [PARTY A] hereby grants to [PARTY B] a contingent license

to receive the source code from the escrow agent and to use the source code to support its
use of the [DELIVERABLE] in machine-readable form if [PARTY A]

(a) whether directly or through a successor or affiliate, ceases to be in the software

business,

(b) fails to fulfill its obligations to maintain the [DELIVERABLE] as provided in this
agreement,
 (c) becomes insolvent or admits insolvency or a general inability to pay its debts as they
become due,

(d) files a petition for protection under the U.S. Bankruptcy Code, or an involuntary
petition is filed against it and is not dismissed within 60 Business Days, or

(e) comes under the control of a competitor of [PARTY B].

23. Termination

23.1. Termination on Notice. Either party may terminate this agreement for any reason on
[TERMINATION NOTICE BUSINESS DAYS] Business Days’ notice to the other party.

23.2. Termination for Material Breach. Each party may terminate this agreement with
immediate effect by delivering notice of the termination to the other party, if

(a) the other party fails to perform, has made or makes any inaccuracy in, or otherwise
materially breaches, any of its obligations, covenants, or representations, and

(b) the failure, inaccuracy, or breach continues for a period of [BREACH

CONTINUATION DAYS] Business Days' after the injured party delivers notice to the
breaching party reasonably detailing the breach.

23.3. Termination for Insolvency. If either party becomes insolvent, bankrupt, or enters
receivership, dissolution, or liquidation, the other party may terminate this agreement with
immediate effect.

24. Effect of Termination

24.1. Termination of Obligations. Subject to paragraph [PAYMENT OBLIGATIONS],

on termination or expiration of this agreement, each party's rights and obligations under
this agreement will cease immediately.

24.2. Payment Obligations. Even after termination or expiration of this agreement, each
party shall

(a) pay any amounts it owes to the other party, including payment obligations for
services already rendered, work already performed, goods already delivered, or
expenses already incurred, and

(b) refund any payments received but not yet earned, including payments for services
not rendered, work not performed, or goods not delivered, expenses forwarded.

24.3. No Further Liability. On termination or expiration of this agreement, neither party

will be liable to the other party, except for liability

(a) that arose before the termination or expiration of this agreement, or

 (b) arising after the termination or expiration of this agreement and in connection with
sections [[CONFIDENTIALITY], [TAXES], or [TERMINATION]].

25. Return of Property. On termination or expiration of this agreement, or on [PARTY

A]'s request, [PARTY B] shall

25.1. return to [PARTY A] all originals of the information, documents, equipment, files,
and other property, including Intellectual Property, it received from [PARTY A],

25.2. destroy all copies of [PARTY A]'s of the information, documents, equipment, files,
and other property, including Intellectual Property, it made, and

25.3. on [PARTY A]'s request, certify to [PARTY A] in writing that it destroyed all these
copies.

26. Indemnification

26.1. Indemnification by [PARTY B]. [PARTY A] (as an indemnifying party) shall

indemnify [PARTY B] (as an indemnified party) against all losses and expenses arising
out of any proceeding

(a) brought by either a third party, and

(b) arising out of a claim that the [DELIVERABLE] infringes the third party's
Intellectual Property rights.

26.2. Mutual Indemnification. Each party (as an indemnifying party) shall indemnify
the other (as an indemnified party) against all losses arising out of any proceeding

(a) brought by either a third party or an indemnified party, and

(b) arising out of the indemnifying party's willful misconduct or gross negligence.

26.3. Notice and Failure to Notify

(a) Notice Requirement. Before bringing a claim for indemnification, the indemnified
party shall

(i) notify the indemnifying party of the indemnifiable proceeding, and

(ii) deliver to the indemnifying party all legal pleadings and other documents
reasonably necessary to indemnify or defend the indemnifiable proceeding.

(b) Failure to Notify. If the indemnified party fails to notify the indemnifying party of
the indemnifiable proceeding, the indemnifying will be relieved of its indemnification
obligations to the extent it was prejudiced by the indemnified party's failure.
26.4. Exclusive Remedy. The parties' right to indemnification is the exclusive remedy
available in connection with the indemnifiable proceedings described in this section
[INDEMNIFICATION].

27. Limitation on Liability. Neither party will be liable for breach-of-contract damages
that are remote or speculative, or that the breaching party could not reasonably have
foreseen on entry into this agreement.

28. Definitions

"Business Day" means a day other than a Saturday, a Sunday, or any other day on which
the principal banks located in New York, New York are not open for business.

"Effective Date" is defined in the introduction to this agreement.

"Governmental Authority" means

(a) any federal, state, local, or foreign government, and any political subdivision of any of
them,

(b) any agency or instrumentality of any such government or political subdivision,

(c) any self-regulated organization or other non-governmental regulatory authority or

quasi-governmental authority (to the extent that its rules, regulations or orders have the
force of law), or

(d) any arbitrator, court or tribunal of competent jurisdiction.

"Intellectual Property" means any and all of the following in any jurisdiction throughout
the world

(a) trademarks and service marks, including all applications and registrations, and the
goodwill connected with the use of and symbolized by the foregoing,

(b) copyrights, including all applications and registrations related to the foregoing,

(c) trade secrets and confidential know-how,

(d) patents and patent applications,

(e) websites and internet domain name registrations, and

(f) other intellectual property and related proprietary rights, interests and protections
(including all rights to sue and recover and retain damages, costs and attorneys' fees for
past, present, and future infringement, and any other rights relating to any of the
foregoing).

"Law" means
(a) any law (including the common law), statute, bylaw, rule, regulation, order, ordinance,
treaty, decree, judgment, and

(b) any official directive, protocol, code, guideline, notice, approval, order, policy, or other
requirement of any Governmental Authority having the force of law.

"Person" includes

(a) any corporation, company, limited liability company, partnership, Governmental

Authority, joint venture, fund, trust, association, syndicate, organization, or other entity or
group of persons, whether incorporated or not, and

(b) any individual.

"Purchase Price" is defined in section [PURCHASE PRICE].

"[Software]" is defined in section [SOFTWARE DEVELOPMENT AND FEES].

"Specifications" is defined in section [SPECIFICATIONS].

"Taxes" includes all taxes, assessments, charges, duties, fees, levies, and other charges of a
Governmental Authority, including income, franchise, capital stock, real property, personal
property, tangible, withholding, employment, payroll, social security, social contribution,
unemployment compensation, disability, transfer, sales, use, excise, gross receipts, value-
added and all other taxes of any kind for which a party may have any liability imposed by
any Governmental Authority, whether disputed or not, any related charges, interest or
penalties imposed by any Governmental Authority, and any liability for any other person
as a transferee or successor by Law, contract or otherwise.

"Term" is defined in section [TERM].

"Warranty Period" is defined in section [LIMITED WARRANTY].

29. General Provisions

29.1. Entire Agreement. The parties intend that this agreement, together with all
attachments, schedules, exhibits, and other documents that both are referenced in this
agreement and refer to this agreement,

(a) represent the final expression of the parties' intent relating to the subject matter of
this agreement,

(b) contain all the terms the parties agreed to relating to the subject matter, and

(c) replace all of the parties' previous discussions, understandings, and agreements
relating to the subject matter of this agreement.

29.2. Counterparts
 (a) Signed in Counterparts. This agreement may be signed in any number of
counterparts.

(b) All Counterparts Original. Each counterpart is an original.

(c) Counterparts Form One Document. Together, all counterparts form one single
document.

29.3. Amendment. This agreement can be amended only by a writing signed by both
parties.

29.4. Assignment. Neither party may assign this agreement or any of their rights or
obligations under this agreement without the other party's written consent.

30. [PARTY A] will provide the [DELIVERABLE] as an independent contractor and

[PARTY A]’s employees or agents are not [PARTY B]’s employees or agents for tax
purposes or any other purposes whatsoever and will not be entitled to any of the benefits
provided by [PARTY B] to its employees. Nothing herein will be construed to place
[PARTY A] or [PARTY B] in a position of principal and agent, partners or joint venturers
and neither party will have the power to obligate or bind the other.

30.1. Binding Effect. This [agreement /plan] will benefit and bind the parties and their
respective heirs, successors, and permitted assigns.

30.2. Notices

(a) Method of Notice. The parties shall give all notices and communications between
the parties in writing by (i) personal delivery, (ii) a nationally-recognized, next-day
courier service, (iii) first-class registered or certified mail, postage prepaid[, (iv) fax][,
or (v) electronic mail] to the party's address specified in this agreement, or to the
address that a party has notified to be that party's address for the purposes of this
section.

(b) Receipt of Notice. A notice given under this agreement will be effective on

(i) the other party's receipt of it, or

(ii) if mailed, the earlier of the other party's receipt of it and the [fifth] business day
after mailing it.

30.3. Dispute Resolution

(a) Arbitration. Any dispute or controversy arising out of this agreement and
[SUBJECT MATTER OF THE AGREEMENT] will be settled by arbitration in
[STATE], according to the rules of the American Arbitration Association then in effect,
and by [NUMBER OF ARBITRATORS] arbitrators[s].
 (b) Judgment. Judgment may be entered on the arbitrator's award in any court having
jurisdiction.

(c) Arbitrator's Authority. The arbitrator will not have the power to award any
punitive [or consequential] damages.

30.4. Governing Law and Consent to Jurisdiction and Venue

(a) Governing Law. This agreement, and any dispute arising out of the [SUBJECT
MATTER OF THE AGREEMENT], shall be governed by the laws of the State of
[GOVERNING LAW STATE].

(b) Consent to Jurisdiction. Each party hereby irrevocably consents to the [exclusive,
non-exclusive] jurisdiction and venue of any [state or federal] court located within
[VENUE COUNTY] County, State of [VENUE STATE], in connection with any
matter arising out of this [agreement / plan] or the transactions contemplated under this
[agreement / plan].

(c) Consent to Service. Each party hereby irrevocably

(i) agrees that process may be served on it in any manner authorized by the Laws of
the State of [GOVERNING LAW STATE], and

(ii) waives any objection which it might otherwise have to service of process under
the Laws of the State of [GOVERNING LAW STATE].

30.5. Force Majeure. A party shall not be liable for any failure of or delay in the
performance of this agreement for the period that such failure or delay is

(a) beyond the reasonable control of a party,

(b) materially affects the performance of any of its obligations under this agreement,
and

(c) could not reasonably have been foreseen or provided against, but

will not be excused for failure or delay resulting from only general economic conditions
or other general market effects.

30.6. Waiver

(a) Affirmative Waivers. Neither party's failure or neglect to enforce any rights under
this agreement will be deemed to be a waiver of that party's rights.

(b) Written Waivers. A waiver or extension is only effective if it is in writing and

signed by the party granting it.
 (c) No General Waivers. A party's failure or neglect to enforce any of its rights under
this agreement will not be deemed to be a waiver of that or any other of its rights.

(d) No Course of Dealing. No single or partial exercise of any right or remedy will
preclude any other or further exercise of any right or remedy.

30.7. Severability. If any part of this agreement is declared unenforceable or invalid, the
remainder will continue to be valid and enforceable.

30.8. Interpretation

(a) References to Specific Terms

(i) Accounting Principles. Unless otherwise specified, where the character or amount
of any asset or liability, item of revenue, or expense is required to be determined, or
any consolidation or other accounting computation is required to be made, that
determination or calculation will be made in accordance with the generally accepted
accounting principles defined by the professional accounting industry in effect in the
United States ("GAAP").

(ii) Currency. Unless otherwise specified, all dollar amounts expressed in this
agreement refer to American currency.

(iii) "Including." Where this agreement uses the word "including," it means
"including without limitation," and where it uses the word "includes," it means
"includes without limitation."

(iv) "Knowledge." Where any representation, warranty, or other statement in this

agreement, or in any other document entered into or delivered under this agreement,]
is expressed by a party to be "to its knowledge," or is otherwise expressed to be
limited in scope to facts or matters known to the party or of which the party is aware,
it means:

(1) the then-current, actual knowledge of the directors and officers of that party, and

(2) the knowledge that would or should have come to the attention of any of them
had they investigated the facts related to that statement and made reasonable
inquiries of other individuals reasonably likely to have knowledge of facts related to
that statement.

(v) Statutes, etc. Unless specified otherwise, any reference in this agreement to a
statute includes the rules, regulations, and policies made under that statute and any
provision that amends, supplements, supersedes, or replaces that statute or those rules
or policies.
 (b) Number and Gender. Unless the context requires otherwise, words importing the
singular number include the plural and vice versa; words importing gender include all
genders.

(c) Headings. The headings used in this agreement and its division into sections,
schedules, exhibits, appendices, and other subdivisions do not affect its interpretation.

(d) Internal References. References in this agreement to sections and other

subdivisions are to those parts of this agreement.

(e) Calculation of Time. In this agreement, a period of days begins on the first day
after the event that began the period and ends at 5:00 p.m. [TIME ZONE] Time on the
last day of the period. If any period of time is to expire, or any action or event is to
occur, on a day that is not a Business Day, the period expires, or the action or event is
considered to occur, at 5:00 p.m. [TIME ZONE] Time on the next Business Day.

(f) Construction of Terms. The parties have each participated in settling the terms of
this agreement. Any rule of legal interpretation to the effect that any ambiguity is to be
resolved against the drafting party will not apply in interpreting this agreement.

(g) Conflict of Terms. If there is any inconsistency between the terms of this
agreement and those in any schedule to this agreement or in any document entered into
under this agreement, the terms of [this agreement/[SPECIFIED AGREEMENTS]] will
prevail. The parties shall take all necessary steps to conform the inconsistent terms to
the terms of [this agreement / [SPECIFIED AGREEMENTS].

This agreement has been signed by the parties.

[PARTY A NAME]

Name: [PARTY A SIGNATORY NAME]

Title: [PARTY A SIGNATORY TITLE]

[PARTY B NAME]

Name: [PARTY B SIGNATORY NAME]

Title: [PARTY B SIGNATORY TITLE]