STATEMENTS OF WORK (FOR CUSTOMERS BUYING SERVICES AND DELIVERABLES)

This Statement of Work ("Agreement") is made as of February 04, 2012 (the "Effective Date") between , an individual with an address at , , ("Party-1"), and , a company with an address at , , ("Party-2").  This Statement of Work is made under and is a part of the TEXTFIELD [QR-95], effective as of TEXTFIELD [QR-96], by and between the parties ("Master Agreement").  Capitalized terms not defined in this Statement of Work have the meanings ascribed to them in the Master Agreement.

1. SERVICES.  Party-2 agrees to provide the following Services: [QR-42]

2. PERSONNEL.

(a) Competence.  Party-2 agrees to provide the Services through fully trained and competent personnel or subcontractors having a skill level appropriate for the tasks assigned to them.  [QR-60]

(b) Key Personnel and Project Managers.  Below appears an initial designation of a project manager for each party who is the principal point of contact between the parties for all matters under this Agreement. Either party may designate a new project manager by written notice to the other party. Party-1's project manager: Party-2's project manager: [QR-64]

3. DELIVERABLES.  Party-2 agrees to provide the following Deliverables: [QR-43]

4. DEADLINE.  The Services and Deliverables will be provided within the following number of days after the Effective Date: [QR-45]  [QR-57]

5. ACCEPTANCE. After delivery of a Deliverable, Party-1 has thirty (30) days (the "Test Period") to test the Deliverable. If Party-1 fails to notify Party-2 of any nonconformities with this Agreement or Documentation for the Deliverable (collectively, "Nonconformities") within the Test Period, Party-1 is deemed to accept the Deliverable. The day that Party-1 accepts or is deemed to have accepted the Deliverable is the "Acceptance Date". If, before the Acceptance Date, Party-1 discovers any Nonconformities and notifies Party-2, Party-2 agrees to promptly (but no later than fifteen (15) days later) correct the Nonconformities at its own expense and notify Party-1 when the corrections are complete, at which point Party-1 may engage in a second Test Period. If Party-1 finds Nonconformities during a second Test Period, then Party-1 may: (i) continue to successively require Party-2 by notice to correct the Deliverable followed by a Test Period; or (ii) upon notice to Party-2 obtain a refund of any payment already made by Party-1 for this Deliverable, in which case Party-1 is relieved of any further duty to pay for this Deliverable and Party-1 may, in its sole discretion, terminate this Agreement and may return the Deliverable to Party-2 at Party-2's expense. "Documentation" means the user manuals and other published material applicable to the Deliverables, including the functional specifications for the Deliverables.

6. FEES. Except as expressly stated in this Agreement, there are no additional fees, charges or expenses incurred. In consideration for Party-2 performing all obligations under this Agreement, Party-1 agrees to pay Party-2 a flat fee of: [QR-53]  [QR-56]   If any affiliate of Party-1 gives notice to Party-2 of an offer to make a purchase from Party-2 under the same fees, terms and conditions stated in this Agreement, then Party-2 agrees to accept each such offer. Under this Agreement, "affiliate" means: (a) any corporation or business entity of which fifty one percent (51%) or more of the voting stock or voting equity interests are owned directly or indirectly by a party to this Agreement; or (b) any corporation or business entity which directly or indirectly owns fifty one percent (51%) or more of the voting stock or voting equity interests of such party; or (c) any corporation or business entity directly or indirectly controlling or under control of a corporation or business entity described in (a) or (b). [QR-55]  If Party-1 pays within ten (10) days of the date of Party-1's receipt of an invoice, then Party-2 will deduct from the next invoice a credit equal to two percent (2%) of the invoiced amount. [QR-113]   [QR-59]

7. RECORDS AND AUDITS.

(a) Retention of Financial Records. Party-2 agrees to maintain complete and accurate books and records regarding all financial matters under this Agreement in accordance with generally accepted accounting practices during the Term and for a period of at least six (6) years following the date of termination or expiration of this Agreement and for any additional time required by Government Authority with jurisdiction over Party-2 (the "Retention Period"); provided, however, that if any dispute arises with respect to this Agreement, the Retention Period lasts until the resolution of the dispute becomes final and non-appealable and all obligations of the parties are fully satisfied.

(b) Audits. Party-1 or its designee has the right, during the Term and the Retention Period, to audit and inspect at Party-1's expense, during normal business hours and with reasonable advance notice, Party-2's books and records and any materials described in this provision or elsewhere expressly indicated as auditable under this Agreement. Party-2 agrees to reasonably cooperate in any audit or inspection of such records that Party-1 may undertake. During the Retention Period, Party-2 agrees to:

(i) Availability and Copying. Make its books and records, as well as external audit opinions, external audit letters, external audit statements, and external audit reports relating to Party-2's obligations under this Agreement available for inspection by Party-1 and or its authorized representatives, who will have the right to make copies on Party-2's premises or by taking any of these materials to an off site location for the sole purpose of copying at Party-1's expense.

(ii) Access. In connection with the audit, give Party-1's authorized representatives reasonable access, during regular business hours, to Party-2's officers, employees and other representatives, including, without limitation, attorneys and accountants.

(iii) Reasonable Working Conditions. Provide, without charge, computer access, office space, furniture, telephone, and electric service as necessary for Party-1's authorized representatives to conduct the audit.

(c) Overcharge. If an auditor notifies Party-2 that Party-2 overcharged Party-1 with a reasonable description of how the auditor calculated the overcharge, Party-2 agrees to pay Party-1 the amount of the overcharge. Party-1 agrees to pay the costs of the audit unless the overcharge exceeds five percent (5%), in which case Party-2 agrees to pay the costs of the audit.

8. INTELLECTUAL PROPERTY RIGHTS IN THE DELIVERABLES.  INTENTIONALLY LEFT BLANK BY THE PARTIES. [QR-47]    [QR-52]
 

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

PARTY-1

By: __________________________________
Print Name: ___________________________
Title: ________________________________

PARTY-2

By: __________________________________
Print Name: ___________________________
Title: ________________________________