COMPUTER MAINTENANCE CONTRACT (FOR MAINTENANCE BASED ON CUSTOMER USER TESTING)

THIS COMPUTER MAINTENANCE CONTRACT (this "Agreement"), dated as of [_____________], is between [_____________], a [_____________] corporation with an address at [_____________] ("Customer") and [_____________], a [_____________] corporation with an address at [_____________] ("Contractor").

The parties agree as follows:

1. CONTRACT OBJECTIVE. For the purpose of this Agreement, the Contractor promises to carry out the work and tasks required to provide the Customer with software maintenance ("Software Maintenance Services") in exchange for a defined price established in Clause Eight of this Agreement. The Software Maintenance Services shall be provided for the following software titles (the "Software"):

[_____________]

The Software Maintenance Service, customized to the requirements of the Customer, shall be comprised of:

A. The realization of the work required to correct any incident or anomaly communicated by the Customer in the use of the Software. For the purpose of identifying the scope of this activity, an incident is defined as any deviation from the functions approved by the Customer during the testing period carried out during the initial implantation of the System ("User Testing"), or the equivalent tests run by the users when new requirements or improvements are installed;

B. Providing the support in processing any one of the Software components, both directly in the different Customer user areas or to those that the Customer has delegated the processing function of the System. Therefore, this activity comprehends the direct intervention and/or attention of any related consultation or situation, for the processing of both on-line transactions and batch processes, according to the process planning made by the Customer;

C. The realization of the work required to customize the Software to the modifications made to the technical architecture or other physical or logical components (of hardware, communications or operative systems) permitting the process of the different Software components. Said changes include both mandatory corrections for the proper running of the system and those necessary to customize the Software to the changes introduced by the Customer in its operative systems. These activities shall be carried out according to a reporting scheme of incidents managed by the Customer who shall promptly and fully indicate the characteristics of the anomaly found. With this report, the Contractor shall make the required verifications to identify the possible causes of the difficulty and investigate the impact(s) produced by the incident. As a result of this analysis, the corresponding solution scheme shall be confirmed, to be carried out immediately if feasible, without affecting neither the logic components of the software or the data of the different applications. In case the incident entails a correction to any of these components, this shall be carried out in the developmental and testing environments operated by the Contractor who will make available to the Customer a corrected version in a suitable environment ("Quality environment"), where the Customer will make the corresponding verifications with its own defined and generated data. Once the correction has been verified, the Contractor shall coordinate the necessary steps to replace the modified (and verified) components in order to terminate the original incident. The Contractor / Customer shall jointly keep complete and updated records of the incidents, their severity and progress in their correction and verification. The Contractor shall work according to the priorities defined by the Customer, providing the utmost support to the prompt correction of any incident that may occur. The Contractor must submit the releases it develops from the date they are available, including those pertinent to support documentation. In any case, such releases shall be made available in the Quality environment for the Customer to carry out the respective testing. The Customer shall be responsible for carrying out the exhaustive testing to verify the proper running of the releases. Once formal verification has been made by the Customer, the Contractor shall be responsible for passing these verified components to the production environment. This Software Maintenance Service shall comprehend modifications made regarding changes in scope, regulation or any new function requested by the Customer. Any work to be done regarding problems with historical data converted to the system or problems generated due to the incorrect operation of applications foreign to the Software's scope, sending it incorrect information, shall be treated similarly. In these cases, the Contractor shall provide any assistance that may be required, the costs and conditions of which shall be dealt with specifically for each case, as established in Clause Eight of this Agreement. To carry out this Software Maintenance Service, an initial total load of [_____________] person-hours is foreseen per year.

2. SERVICE LOCATION OF ACTIVITY. In order to fulfill and accomplish the purpose of this Agreement and the obligations undertaken herein, the Contractor shall carry out and develop the activities in its own facilities located in [_____________]. In case Contractor personnel must travel outside [_____________], the traveling costs and allowances incurred shall be invoiced separately to the Customer from the price defined in Clause Eight.

3. MEANS. The Software Maintenance Services detailed in Clause One shall be provided by the Contractor with the appropriate technical and material means, its permanent staff hired in conformity with prevailing labor legislation or subcontracted third parties who will not have any work-related nor any connection of any other kind with the Customer.

4. OBLIGATIONS OF THE CONTRACTOR. The Contractor is bound to:

4.1 Carry out the work stipulated in this Agreement, according to the approach and details herein, including the complementary documentation developed between the parties.

4.2 Ensure that each member of Contractor personnel:

A. Complies with the access, security and similar control regulations in the place where the work is carried out.

B. Adopts appropriate precautions and measures to prevent damage and accidents to persons and things.

C. Fulfills the duty of confidentiality and non-release of any type of documentation or information they may have in their possession, in conformity with what is established in Clause Twelve.

4.3 Name a representative who will act as the fundamental contact with the person designated by the Customer. This representative shall oversee each Software Maintenance Service is properly fulfilled and coordinate and direct the employees of the Contractor in order to ensure the maximum performance. To this end, the parties agree to hold monthly meetings to follow-up and control the work stipulated herein.

4.4 Render performance herein by using its own equipment, natural and instrumental means, or subcontracting these with third parties, as required to carry out its obligations. In any case, the Contractor shall respond to the Customer for the work carried out by the third parties subcontracted by him, under the same terms as if the work had been performed by the Contractor itself.

5. OBLIGATIONS OF THE CUSTOMER. The Customer is bound to:

5.1 Give all Contractor personnel restricted access to its facilities where the activity shall be carried out, in case required. Personnel shall be previously accredited by the Customer according to his internal regulations. This access shall be subjected to the security limitations and restrictions established for that purpose by the Customer.

5.2 Meet the price convened between the parties herein, as well as all modifications that may occur, agreed on in writing.

5.3 Submit to the Contractor all information and documentation necessary in order to fulfill its obligations pursuant to this Agreement as well as any information and documentation that the Contractor may reasonably request to this end. The Customer shall also be responsible for ensuring said information and documentation is adequate, complete and accurate. The Customer shall inform the Contractor, as soon as he is aware of the fact, of any inadequate or inaccurate information or documentation.

5.4 Undertake the commitment to cooperate with the Contractor so that Contractor may meet its obligations, including, but not limiting to, issues such as providing the Contractor with the required approvals in due time, reviewing reports and offering input when required, as well as lend any help that may be necessary to facilitate and ensure no measure is taken that may interfere with rendering the services.

5.5 Fulfill the obligations undertaken in this Agreement. The Contractor shall not be responsible for any delays, defective fulfillments or non-fulfillments when the foregoing are due to non-fulfillments made by the Customer of said obligations.

6. SAFETY AND HEALTH FOR WORK. Contractor workers must be trained and informed by the Contractor under the terms established by prevailing regulation in the prevention of labor risks, whereby any eventual sanctions that may be imposed by the labor authority in this matter will be the exclusive responsibility of the Contractor. Likewise, the Customer shall fulfill all applicable regulations to this end.

7. LABOR RELATIONS AND NON-SOLICITATION. At no time may the signing of this Agreement be considered the establishment of a working relationship between the Customer and the Contractor and/or the working staff hired by the Contractor. The Contractor promises to fulfill the specific labor regulation applicable during the entire effective term of this Agreement. The parties promise, during the entire effective term of this Agreement, not to take any initiative leading to the hiring of staff of the other party except under previous written contract between the parties.

8. PRICE, PAYMENT AND TAXES.

8.1 Price and payment: The Customer shall pay Contractor the annual fee as follows: [_____________]. The consideration agreed upon for the development of the subject matter herein, established in terms of the initial volume of the contracted service, may be reviewed annually with advance notice by request of either party, if objective circumstances lead to either an increase/decrease upsetting the economic equivalency of the rights and obligations of the parties herein. The first review may only take place 12 months after the effective date of this Agreement.  Invoices shall be issued in advance every [_____________] and their payment shall be made within [_____________] days from the date of receipt.

8.2 Taxes: The Customer shall bear all existing and future taxes hereunder.

9. EFFECTIVE TERM. The Agreement hereunder is indefinitely granted. Notwithstanding, this Agreement shall be terminated by any one of the parties prior reliable notice to the other party of its decision to terminate the Agreement at least [_____________] days in advance of the effective termination date.

10. LIABILITY. The Contractor shall be responsible before the Customer for the losses that may have been caused due to the fraudulent or negligent breach of the obligations set forth herein, and/or any losses, damages and prejudices suffered by the Customer as the direct result of this fraudulent or negligible breach of the services rendered by the Contractor. The maximum responsibility of the Contractor before the Customer for the fraudulent or negligent breach of its contractual obligations, and/or any losses damages and prejudices suffered by the Customer as the direct result of this fraudulent or negligible breach of the Agreement by the Contractor, shall not exceed the total amount of this Agreement for the last [_____________] years, including the prevailing year at the time of the breach of the Agreement and/or the losses damages and prejudices suffered by the Customer.  The responsibility of the Contractor shall not apply (i) when the Customer directly modifies or manipulates the Software components of this Agreement; (ii) to the failures or defects that occur in instruments or applications that elude the purpose of this Agreement, for which it was not designed and/or installed, provided that such failures or defects are not attributable to the Contractor; (iii) to any other cause that is non-attributable to the Contractor; (iv) [_____________] months after the termination of this Agreement.

11. ADMINISTRATION. The parties appoint the following liaison persons to resolve any matter regarding the Software Maintenance Services of this Agreement:

(i) For the Contractor: [_____________]

(ii) For the Customer: [_____________]

12. CONFIDENTIALITY. Any information furnished to one party by the other shall be considered confidential, regardless of the support media and whether it relates to the Software or hereto. Any public domain information as of the date hereof is excluded. Neither party may disclose such information to any third party without consent from the other party, unless such disclosure is (i) essential to abide by law or (ii) required by a judicial or government authority.

13. GENERAL. Entire Agreement and Amendments. This Agreement is the entire agreement between the parties and supersedes all earlier and simultaneous agreements regarding the subject matter. This Agreement may be amended only in a written document, signed by both parties. Independent Contractors, Third Party Beneficiaries, and Subcontractors.  The parties acknowledge that they are independent contractors under this Agreement, and except if expressly stated otherwise, none of the parties, nor any of their employees or agents, has the power or authority to bind or obligate another party.  Except if expressly stated, no third party is a beneficiary of this Agreement. Governing Law and Forum.  All claims regarding this Agreement are governed by and construed in accordance with the laws of [____________], applicable to contracts wholly made and performed in such jurisdiction, except for any choice or conflict of law principles, and must be litigated in [____________], regardless of the inconvenience of the forum, except that a party may seek temporary injunctive relief in any venue of its choosing.  Assignment.  This Agreement binds and inures to the benefit of the parties' successors and assigns. This Agreement is not assignable, delegable, sublicenseable or otherwise transferable by Customer in whole or in part without the prior written consent of Contractor. Any transfer, assignment, delegation or sublicense by Customer without such consent is invalid. No Waivers, Cumulative Remedies.  A party's failure to insist upon strict performance of any provision of this Agreement is not a waiver of any of its rights under this Agreement. Except if expressly stated otherwise, all remedies under this Agreement, at law or in equity, are cumulative and nonexclusive.  Severability.  If any portion of this Agreement is held to be unenforceable, the unenforceable portion must be construed as nearly as possible to reflect the original intent of the parties, the remaining portions remain in full force and effect, and the unenforceable portion remains enforceable in all other contexts and jurisdictions.  Notices.  All notices, including notices of address changes, under this Agreement must be sent by registered or certified mail or by overnight commercial delivery to the address set forth in this Agreement by each party.  Captions and Plural Terms.  All captions are for purposes of convenience only and are not to be used in interpretation or enforcement of this Agreement.  Terms defined in the singular have the same meaning in the plural and vice versa.

IN WITNESS WHEREOF, the parties execute this Agreement. Each person who signs this Agreement below represents that such person is fully authorized to sign this Agreement on behalf of the applicable party

CUSTOMER

By: __________________________________
Print Name: ___________________________
Title: ________________________________

CONTRACTOR

By: __________________________________
Print Name: ___________________________
Title: ________________________________