In this Agreement, unless the context otherwise requires, the following terms shall bear the meanings respectively ascribed to them hereunder, and the said definitions shall apply equally to the singular and plural forms thereof.

"Software" shall mean the custom computer program or programs, in both source code and object code form, together with all modules, routines, sub-routines, libraries, scripts, databases, interfaces, algorithms, graphical user interfaces, documentation, user manuals, technical specifications and related materials, to be designed, developed, delivered, installed, configured and implemented by the Developer for the Client pursuant to this Agreement and in accordance with the Specifications.

"Specifications" shall mean the technical, functional, performance, operational and design specifications, requirements, features, functionalities, acceptance criteria and deliverables set forth in [Reference to Specifications Document / Clause] as the same may be amended, supplemented or modified from time to time by way of a duly executed Change Order in accordance with the provisions of this Agreement.

"Deliverables" shall mean the Software and any and all other work product, documents, reports, designs, drawings, analyses, code, data, materials or items of any nature whatsoever that the Developer is required to produce, deliver or make available to the Client under this Agreement, whether in whole or in part, interim or final, tangible or intangible.

"Milestone" shall mean each discrete stage, phase or increment of the development work to be performed by the Developer, as further described in the development timeline set forth herein, each such stage culminating in the delivery of specified Deliverables and subject to acceptance by the Client in accordance with the Acceptance Testing procedure.

"Confidential Information" shall mean any and all information disclosed by one Party to the other, whether orally, in writing, electronically or by any other means, whether marked as confidential or not, including without limitation business plans, financial data, trade secrets, know-how, source code, customer lists, personal data and any derivative thereof, which by its nature or the circumstances of its disclosure ought reasonably to be treated as confidential.

"Intellectual Property Rights" shall mean all intellectual and industrial property rights of whatsoever nature, howsoever arising, whether registered or unregistered, including without limitation copyrights and related rights, patents and patent applications, trademarks and service marks, trade names, domain names, design rights, database rights, rights in know-how and trade secrets, moral rights, and all applications, renewals, extensions, continuations and rights of priority relating thereto, subsisting in any jurisdiction throughout the world.

Headings in this Agreement are inserted for convenience only and shall not affect the construction or interpretation hereof; references to clauses are references to clauses of this Agreement; and words importing one gender shall be construed to include all genders.

The Developer shall, in strict conformity with the terms, conditions and standards set forth in this Agreement, design, develop, test, deliver, install, configure and implement the Software for the Client in accordance with the Specifications and shall render such ancillary services as may be reasonably necessary or incidental to the proper performance of the foregoing (collectively, the "Services").

The Specifications shall constitute the complete and exclusive statement of the functional, technical, performance and operational requirements for the Software, and the Developer acknowledges that it has thoroughly reviewed the Specifications and is fully satisfied as to their sufficiency, clarity and feasibility for the purposes of this Agreement.

The Developer shall perform the Services and produce the Deliverables with the highest degree of professional skill, care, diligence and expertise reasonably expected of a qualified and experienced software development professional specializing in projects of similar nature, scope and complexity, and in accordance with all applicable industry standards and best practices.

Without prejudice to the generality of the foregoing, the Developer shall: (i) devote such time, attention, personnel and resources as are reasonably necessary to perform the Services in a timely and professional manner; (ii) adhere to all policies, procedures, protocols and reasonable instructions communicated by the Client from time to time; and (iii) proactively identify and promptly notify the Client in writing of any issues, risks, dependencies, delays or impediments affecting the Services.

The Developer shall ensure that all Deliverables are free from any defects, errors, bugs, viruses, worms, trojan horses, back doors, time-locks, or any other malicious, disabling or disruptive code, and shall not contain any open-source or third-party components except as expressly approved in advance in writing by the Client.

The Developer shall not subcontract, delegate or assign any part of the Services or its obligations under this Agreement to any third party without the prior written consent of the Client, which consent may be withheld in the Client's sole and absolute discretion; any permitted subcontracting shall not relieve the Developer of any of its obligations or liabilities hereunder.

The Developer shall provide the Client with regular written progress reports in such form and at such intervals as the Client may reasonably require, and shall attend such meetings, workshops and reviews as the Client may convene from time to time in connection with the Services.

Any services, functionality, features or deliverables not expressly set forth in the Specifications shall be deemed to be outside the scope of this Agreement and shall only be undertaken by the Developer pursuant to a duly executed Change Order.

Either Party may at any time during the term of this Agreement propose changes, additions, modifications, deletions or variations to the Specifications, the scope of Services, the Deliverables, the Milestones or the timeline, by submitting a written change request (a "Change Request") to the other Party, setting forth in reasonable detail the nature, scope and rationale of the proposed change.

Upon receipt of a Change Request from the Client, the Developer shall, within [number] business days (or such longer period as the Client may approve in writing), prepare and submit to the Client a written impact assessment (the "Impact Assessment") setting forth: (i) a description of the proposed changes; (ii) any resulting changes to the Specifications, Deliverables or Services; (iii) the impact, if any, on the timeline and Milestones; (iv) the impact, if any, on the fees; and (v) any other relevant matters.

The Developer shall prepare each Impact Assessment at its own cost and expense and shall not be entitled to charge the Client any fee for the preparation thereof unless the preparation involves demonstrably substantial effort and the Client has expressly agreed in writing to pay for the same in advance.

No Change Request shall be binding upon the Parties, and no change shall be implemented, unless and until it is embodied in a written document signed by duly authorized representatives of both Parties (a "Change Order"). The Client shall be under no obligation whatsoever to accept any Change Request, Impact Assessment or proposed Change Order submitted by the Developer.

Pending agreement upon and execution of a Change Order, the Developer shall continue to perform the Services in accordance with the Agreement as it stood immediately prior to the Change Request, and no delay, suspension or non-performance of the Services shall be excused by reason of a pending Change Request.

The Developer shall not be entitled to any additional compensation, extension of time or other relief in respect of any work performed outside the agreed scope unless such work has been expressly authorized in advance by the Client through a duly executed Change Order.

Any changes required by reason of errors, omissions, defects or deficiencies in the Developer's work, or by reason of the Developer's failure to comply with the Specifications or this Agreement, shall be implemented by the Developer at its sole cost and expense and shall not give rise to any Change Order, extension of time or additional fees.

The Developer shall perform the Services and deliver the Deliverables in accordance with the following development timeline, which the Developer acknowledges to be of the essence of this Agreement:

Milestone 1: [Description of Deliverables], scheduled completion date: [Date]; Milestone 2: [Description of Deliverables], scheduled completion date: [Date]; Milestone 3: [Description of Deliverables], scheduled completion date: [Date]; Milestone 4: [Description of Deliverables], scheduled completion date: [Date]; Final Delivery: [Description of Deliverables], scheduled completion date: [Date].

Time shall be of the essence in respect of each and every Milestone date and the final delivery date set forth herein, and any failure by the Developer to achieve any Milestone or the final delivery by the applicable date shall constitute a material breach of this Agreement entitling the Client to the remedies set forth herein and at law.

If the Developer anticipates, or has reason to anticipate, any delay in the achievement of any Milestone, it shall immediately notify the Client in writing, specifying the cause of the delay, the anticipated duration thereof and the proposed measures to mitigate and remedy the delay; such notice shall not operate to extend the Milestone date or to excuse the Developer from its obligations hereunder.

In the event of any delay by the Developer in the achievement of any Milestone attributable to any cause other than a documented act or omission of the Client, the Client shall be entitled, without prejudice to any of its other rights or remedies, to: (i) require the Developer to accelerate performance at its own cost and expense; (ii) assess liquidated damages equal to [percentage]% of the fees payable for the affected Milestone for each [week/day] of delay, subject to a maximum of [percentage]% of the total fees; and/or (iii) terminate this Agreement in whole or in part.

The Client shall be entitled, upon reasonable prior written notice to the Developer, to adjust the sequence, order or timing of Milestones to accommodate the Client's reasonable business requirements, and the Developer shall cooperate in good faith with any such adjustments without additional charge, save where such adjustments would result in a material increase in the Developer's costs, in which case the Parties shall negotiate an equitable adjustment pursuant to the Change Request Procedure.

The Developer shall not be entitled to any extension of time by reason of any delay caused by the Developer's own acts, omissions, defaults, or by any subcontractor, agent or representative of the Developer, nor by reason of any delay that could have been avoided by the exercise of reasonable diligence on the part of the Developer.

The Services shall be performed principally at the Client's premises located at [Address of Client's Premises], or at such other location or locations as the Client may from time to time designate in writing (the "Premises"). The Developer shall attend the Premises during the Client's normal business hours, being [Working Hours], from [Day] to [Day], and at such other times as the Client may reasonably require.

The Client shall, at no charge to the Developer, make available such workspace, equipment, infrastructure, network access, software tools and other facilities at the Premises as the Client in its reasonable discretion considers necessary for the Developer to perform the Services, provided that the Developer shall remain responsible for providing any specialized tools or equipment specific to its own working methods.

The Developer shall, while present at the Premises, strictly observe and comply with all rules, regulations, policies, procedures and codes of conduct of the Client, including without limitation those relating to security, health and safety, information technology, confidentiality, data protection, acceptable use, visitor conduct and premises access, as the same may be notified to the Developer or displayed at the Premises from time to time.

The Developer acknowledges and agrees that any access card, pass, key, credential, login or authorization granted by the Client is personal to the Developer, non-transferable, and revocable at the Client's sole discretion at any time without cause and without liability. The Developer shall immediately report any loss, theft or compromise of any such item or credential.

The Developer shall not remove any equipment, documents, materials, data, source code or other property of the Client from the Premises without the prior written consent of the Client, and shall promptly return all such property upon request or upon termination or expiration of this Agreement.

The Developer shall ensure that it, and any of its permitted representatives attending the Premises, maintain appropriate professional conduct at all times and shall not do or permit to be done anything at the Premises that may bring the Client into disrepute, cause nuisance, damage, loss or liability to the Client or any third party, or interfere with the business operations of the Client.

The Client reserves the right, at any time and in its sole discretion, to deny, suspend or revoke the Developer's access to the Premises or to any part thereof, and such denial, suspension or revocation shall not relieve the Developer of its obligations hereunder, provided that any resulting delay demonstrably caused solely thereby shall be addressed in good faith by the Parties.

The Developer shall be solely responsible for its own transportation, accommodation, meals and other personal expenses incurred in connection with attendance at the Premises, and no such expenses shall be reimbursable by the Client unless expressly agreed in writing in advance.

The Developer represents, warrants and covenants to the Client that: it has the full right, power, authority and legal capacity to enter into and perform this Agreement; the execution and performance of this Agreement by the Developer does not and shall not conflict with, breach or constitute a default under any other agreement, obligation or instrument to which the Developer is a party or by which it is bound.

The Developer represents and warrants that it possesses the requisite skills, experience, qualifications, expertise, personnel, equipment and resources to perform the Services in a professional, competent, diligent and workmanlike manner, in accordance with the highest industry standards and best practices applicable to projects of similar nature and complexity.

The Developer represents and warrants that the Software and all other Deliverables shall: (i) conform strictly to the Specifications and the terms of this Agreement; (ii) be free from material defects in design, materials and workmanship; (iii) perform substantially in accordance with the Specifications for a period of [number] months from the date of final acceptance by the Client (the "Warranty Period"); and (iv) be compatible with the Client's operating environment as described in the Specifications.

The Developer represents and warrants that the Software, the Deliverables and the Services, and the Client's use thereof as contemplated hereunder, do not and shall not infringe, misappropriate or violate any Intellectual Property Rights, privacy rights or any other rights of any third party, and that the Developer has all necessary rights, licenses, consents and authorizations to grant the rights granted to the Client under this Agreement.

The Developer represents and warrants that it shall comply with all laws, statutes, regulations, codes of practice, orders and directives of any governmental or regulatory authority applicable to the performance of its obligations under this Agreement, including without limitation those relating to employment, taxation, social security, immigration, health and safety, data protection and anti-bribery.

The Developer represents and warrants that it is, and shall at all times remain, an independent contractor, that it is solely responsible for the payment of all taxes, levies, social security contributions and other imposts in respect of itself and its personnel, and that nothing in this Agreement shall create any employment, partnership, agency or joint venture relationship between the Parties.

During the Warranty Period, the Developer shall, at no additional cost to the Client, promptly correct, repair, re-perform or replace any Deliverables that fail to conform to the warranties set forth herein, within such reasonable timeframe as the Client may specify, and shall bear all costs and expenses associated therewith.

The Developer represents and warrants that it carries, and shall maintain throughout the term of this Agreement and for a period of [number] years thereafter, professional indemnity and public liability insurance in amounts customary for its profession and sufficient to cover its potential liabilities hereunder, and shall provide evidence thereof to the Client upon request.

The warranties set forth in this section are in addition to, and not in lieu of, any other warranties, express or implied, arising by operation of law or otherwise, and shall survive acceptance of the Deliverables and termination of this Agreement.

In consideration of the full and proper performance by the Developer of its obligations under this Agreement, the Client shall pay to the Developer a total fixed price of [Currency][Amount] (the "Total Fees"), exclusive of applicable taxes, which shall be payable in installments corresponding to the successful completion and acceptance of each Milestone as set forth below.

The Total Fees shall be allocated as follows: Milestone 1: [Currency][Amount]; Milestone 2: [Currency][Amount]; Milestone 3: [Currency][Amount]; Milestone 4: [Currency][Amount]; Final Delivery: [Currency][Amount]. The Developer acknowledges that each such amount constitutes a fixed, firm and all-inclusive price for the corresponding Milestone and shall not be subject to any increase save pursuant to a duly executed Change Order.

The Developer's entitlement to invoice and receive payment of the fees allocated to any Milestone shall arise only upon the Client's written acceptance of the Deliverables corresponding to that Milestone in accordance with the Acceptance Testing procedure set forth herein; no payment shall be due in respect of any Milestone that has not been so accepted.

Upon the Client's written acceptance of a Milestone, the Developer shall submit to the Client a correctly rendered invoice setting out the relevant Milestone, the fees payable, applicable taxes and such supporting documentation as the Client may reasonably require. The Client shall pay each undisputed invoice within [number] days of receipt thereof.

The Total Fees are inclusive of all costs, expenses, overheads, charges and disbursements incurred by the Developer in the performance of this Agreement, including without limitation personnel costs, equipment, tools, software licenses, travel and subsistence, and the Developer shall not be entitled to invoice or claim any additional amounts whatsoever save as expressly provided herein.

The Client shall be entitled to withhold, deduct or set off from any amount payable to the Developer hereunder any sums owed by the Developer to the Client, whether under this Agreement or otherwise, including without limitation any liquidated damages, refunds, credits, taxes required to be withheld by law, or amounts in dispute.

In the event that the Client in good faith disputes any portion of an invoice, the Client shall notify the Developer in writing of the disputed amount and the grounds therefor within a reasonable time, and shall be entitled to withhold payment of the disputed portion pending resolution of the dispute, without prejudice to its obligation to pay any undisputed portion.

All fees payable hereunder are exclusive of value added tax, sales tax or any other applicable transaction taxes, which shall, where applicable, be added to invoices at the prevailing rate and paid by the Client against receipt of a valid tax invoice. The Developer shall be solely responsible for all income, corporate, self-employment and other taxes imposed on it in respect of fees received hereunder.

Following the Client's final acceptance of the Software, the Developer shall provide warranty support in respect of any non-conformities, defects, errors or bugs reported by the Client during the Warranty Period, at no additional cost to the Client, in accordance with the response and resolution times specified herein or otherwise agreed by the Parties in writing.

Upon the expiration of the Warranty Period, the Developer shall, at the Client's option, provide ongoing support and maintenance services for the Software (the "Support Services") pursuant to the terms set forth in this section, for an initial period of [number] months, automatically renewable for successive periods of [number] months unless either Party gives written notice of non-renewal at least [number] days prior to the expiry of the then-current period.

The Support Services shall include, without limitation: (i) corrective maintenance to diagnose and remedy defects, errors and malfunctions; (ii) adaptive maintenance to accommodate changes in the Client's operating environment; (iii) preventive maintenance to maintain and enhance the reliability and performance of the Software; (iv) technical support via such channels as the Parties may agree; and (v) provision of updates, patches and minor enhancements.

In consideration of the Support Services, the Client shall pay the Developer a support fee of [Currency][Amount] per [month/quarter/year], payable in arrears against a correctly rendered invoice. Such fee shall be fixed for the initial Support Services period and may thereafter be adjusted by the Developer upon not less than [number] days' prior written notice, provided that any such adjustment shall not exceed [percentage]% per annum.

The Developer shall respond to and resolve support requests in accordance with the following service levels, based upon the Client's reasonable classification of the severity of the issue: Critical: response within [number] hours, resolution within [number] hours; High: response within [number] hours, resolution within [number] business days; Medium: response within [number] business days, resolution within [number] business days; Low: as mutually agreed.

The Client may, at its sole discretion and upon written notice to the Developer, terminate the Support Services at any time without cause with [number] days' prior written notice, and such termination shall be without prejudice to any accrued rights or obligations and shall not affect the remaining provisions of this Agreement.

The Developer shall maintain accurate records of all support requests, responses, resolutions and work performed under the Support Services, and shall make such records available to the Client upon reasonable request. The Developer shall also provide periodic reports in such form and at such intervals as the Client may reasonably require.

The Support Services shall not include any services amounting to new development, major enhancements, or substantial new functionality, which shall be subject to a separate agreement or Change Order between the Parties.

Upon completion of each Milestone, the Developer shall notify the Client in writing and submit the corresponding Deliverables to the Client for acceptance testing (the "Acceptance Testing"), together with such documentation, instructions and support as the Client may reasonably require to perform the Acceptance Testing effectively.

The Client shall have a period of [number] business days from receipt of each Deliverable (the "Acceptance Period") within which to conduct Acceptance Testing to determine whether the Deliverable conforms to the Specifications and the requirements of this Agreement; the Client may, at its sole discretion, extend the Acceptance Period by written notice to the Developer where the nature or complexity of the Deliverable so warrants.

If the Client is satisfied that the Deliverable conforms in all material respects to the Specifications and this Agreement, the Client shall issue a written notice of acceptance to the Developer. If the Client identifies any non-conformity, defect, error, deficiency or failure to meet the Specifications, it shall notify the Developer in writing, specifying the nature of the issues identified.

Upon receipt of a notice of non-acceptance, the Developer shall, at its sole cost and expense and within such reasonable period as the Client may specify (not to exceed [number] business days), correct, remedy, re-perform or replace the non-conforming Deliverable and re-submit it to the Client for further Acceptance Testing, which shall proceed in accordance with the procedure set forth herein.

If the Developer fails to achieve acceptance of any Deliverable after [number] cycles of re-submission, or if any Deliverable continues to fail to conform to the Specifications after [number] attempts at correction, the Client shall be entitled, at its sole option and without prejudice to any of its other rights or remedies, to: (i) accept the Deliverable subject to a reasonable reduction in the corresponding fees; (ii) require further corrections; or (iii) terminate this Agreement in whole or in part and recover all fees paid in respect of the affected Deliverables and all related losses, costs and damages.

The Client's acceptance of any Deliverable, whether express or deemed, shall not operate as a waiver of any warranty, representation, right or remedy of the Client under this Agreement or at law, including without limitation in respect of latent defects or non-conformities not reasonably discoverable during Acceptance Testing.

Risk of loss or damage in any Deliverable shall pass to the Client only upon the Client's written acceptance thereof; title in the Deliverables and all Intellectual Property Rights therein shall vest in the Client in accordance with the provisions of this Agreement.

No use of any Deliverable by the Client for purposes of evaluation, testing, pilot or demonstration shall constitute acceptance thereof.

The Client shall own, exclusively and in perpetuity, throughout the world, all right, title and interest, including all Intellectual Property Rights, in and to the Software, the Deliverables, and any and all materials, work product, inventions, discoveries, improvements, designs, drawings, specifications, documentation, source code, object code, databases, data, algorithms and derivative works created, conceived, developed, authored, reduced to practice or otherwise generated by or on behalf of the Developer in the course of performing the Services (collectively, the "Developed IP").

The Developer hereby irrevocably, unconditionally and absolutely assigns, transfers and conveys to the Client, by way of present assignment of future rights where applicable, all of the Developer's right, title and interest in and to the Developed IP, including all Intellectual Property Rights therein, free and clear of any and all liens, encumbrances, claims and third-party rights. Such assignment shall take effect automatically upon the creation of the relevant Developed IP, or if later, immediately upon the Effective Date.

The Developer shall, upon the Client's request and at the Client's cost (save where occasioned by the Developer's default), promptly execute all such further documents, instruments and assurances, and perform all such further acts, as the Client may reasonably require to vest, perfect, record, defend or enforce the Client's ownership of the Developed IP, including without limitation the execution of patent, copyright and trademark assignments and applications.

The Developer, to the fullest extent permitted by applicable law, irrevocably and unconditionally waives, and shall procure that its personnel irrevocably and unconditionally waive, all moral rights, rights of paternity and integrity, droits d'auteur, and any analogous rights in and to the Developed IP, in favor of the Client, its successors, assigns and licensees.

The Developer shall deliver to the Client, with each Deliverable and in any event upon completion or termination of this Agreement, all source code, object code, documentation, design documents, databases, data, build scripts, deployment procedures, credentials and any other materials necessary for the Client to fully exploit, use, modify, maintain and support the Software, in such form and media as the Client may reasonably specify.

To the extent that any pre-existing intellectual property of the Developer, or any third-party components, are incorporated into or embedded within any Deliverable (collectively, "Background IP"), the Developer hereby grants, or shall procure the grant, to the Client of a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, sublicensable and non-exclusive license to use, reproduce, modify, adapt, distribute, display, perform and otherwise exploit such Background IP as part of the Deliverables. The Developer shall identify all Background IP in writing to the Client in advance and shall not incorporate any Background IP without the Client's prior written consent.

The Developer shall not retain any copy of the Developed IP (whether in whole or in part) following completion or termination of this Agreement, save as expressly authorized in writing by the Client or as strictly required by applicable law.

The Developer shall not, directly or indirectly, use, reproduce, modify, adapt, distribute, display, perform, create derivative works of, license or otherwise exploit any Developed IP, nor develop any product, service or software substantially similar thereto, for its own benefit or for the benefit of any third party.

Each Party (the "Receiving Party") agrees to hold in strictest confidence all Confidential Information disclosed to it by the other Party (the "Disclosing Party"), whether before, on or after the Effective Date, and shall not, without the prior written consent of the Disclosing Party, disclose, publish, disseminate, communicate or make available any Confidential Information to any third party.

The Receiving Party shall use the Confidential Information solely for the purpose of performing its obligations and exercising its rights under this Agreement, and for no other purpose whatsoever, and shall exercise at least the same degree of care in protecting the Confidential Information as it exercises in protecting its own confidential information of similar nature, but in no event less than a reasonable degree of care.

The Receiving Party may disclose Confidential Information to its personnel, professional advisors and permitted subcontractors on a strict need-to-know basis, provided that each such recipient is bound by written obligations of confidentiality no less protective than those set forth herein, and provided further that the Receiving Party shall remain fully responsible for any breach of this section by any such recipient.

The obligations of confidentiality set forth in this section shall not apply to information which: (i) is or becomes publicly available otherwise than through a breach of this Agreement; (ii) was lawfully in the Receiving Party's possession without obligation of confidentiality prior to receipt from the Disclosing Party; (iii) is independently developed by the Receiving Party without reference to or use of the Disclosing Party's Confidential Information; or (iv) is received from a third party without any obligation of confidentiality.

If the Receiving Party is required by applicable law, court order or governmental or regulatory authority to disclose any Confidential Information, it shall, to the extent legally permissible, provide the Disclosing Party with prompt prior written notice thereof and reasonable cooperation to enable the Disclosing Party to seek a protective order or other appropriate remedy, and shall disclose only such portion of the Confidential Information as is strictly required.

Upon the earlier of (i) completion or termination of this Agreement, or (ii) request of the Disclosing Party, the Receiving Party shall promptly return to the Disclosing Party or, at the Disclosing Party's option, destroy all Confidential Information in its possession or control, together with all copies, extracts and derivatives thereof, and shall certify in writing to such return or destruction.

The obligations of confidentiality set forth in this section shall survive the expiration or termination of this Agreement for a period of [number] years thereafter, provided that in respect of any Confidential Information constituting a trade secret, such obligations shall continue for so long as such information retains its character as a trade secret.

The Receiving Party acknowledges that any breach of this section would cause irreparable harm to the Disclosing Party for which monetary damages would be inadequate, and the Disclosing Party shall be entitled to seek injunctive and other equitable relief in addition to any other remedies available at law.

The Developer shall, in the performance of this Agreement, comply with all applicable data protection and privacy laws, regulations and codes of practice, and with the Client's data protection and information security policies as notified to the Developer from time to time.

To the extent that the Developer processes any personal data on behalf of the Client in the course of performing the Services, the Developer shall do so only in accordance with the documented instructions of the Client, solely for the purpose of performing its obligations under this Agreement, and shall not process such personal data for any other purpose.

The Developer shall implement and maintain appropriate technical and organizational security measures to protect all Client data, Confidential Information and personal data in its possession or under its control against unauthorized or unlawful access, use, disclosure, alteration, loss or destruction, including without limitation measures relating to access controls, encryption, backup, incident response, physical security and personnel vetting.

The Developer shall ensure that all personnel having access to Client data or Confidential Information are bound by appropriate obligations of confidentiality, have received adequate training in data protection and information security, and have been subject to appropriate background checks where legally permissible.

The Developer shall promptly, and in any event within [number] hours of becoming aware thereof, notify the Client in writing of any actual or suspected security incident, data breach, unauthorized access or loss affecting any Client data, Confidential Information or personal data, and shall provide the Client with full cooperation, information and assistance to investigate, mitigate, remediate and report such incident.

The Developer shall not transfer any Client data, Confidential Information or personal data outside the jurisdiction in which the Client's premises are located, nor to any third party, without the prior written consent of the Client, which consent may be subject to such additional safeguards and conditions as the Client may require.

Upon completion or termination of this Agreement, or earlier upon request by the Client, the Developer shall securely return to the Client or, at the Client's option, irretrievably destroy all Client data, Confidential Information and personal data in its possession or control, together with all copies thereof, and shall certify such return or destruction in writing to the Client.

The Developer shall provide the Client with reasonable assistance, at no additional cost, to enable the Client to comply with its obligations under applicable data protection laws, including without limitation in respect of data subject rights requests, data protection impact assessments and regulatory inquiries.

Subject to the following paragraphs, the aggregate liability of the Developer under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise, shall not be limited.

Notwithstanding the foregoing, nothing in this Agreement shall operate to limit or exclude the liability of either Party for: (i) death or personal injury caused by its negligence; (ii) fraud or fraudulent misrepresentation; (iii) willful misconduct; (iv) breach of confidentiality obligations; (v) infringement of Intellectual Property Rights; (vi) breach of data protection obligations; (vii) indemnification obligations; or (viii) any other liability which cannot be lawfully limited or excluded under applicable law.

Subject to the foregoing exclusions, the aggregate liability of the Client to the Developer under or in connection with this Agreement, whether in contract, tort or otherwise, shall in no event exceed the total amount of fees actually paid by the Client to the Developer under this Agreement in the [number] months immediately preceding the event giving rise to the claim.

In no event shall the Client be liable to the Developer for any indirect, consequential, special, incidental, exemplary or punitive damages, or for any loss of profits, revenue, business, goodwill, anticipated savings or opportunity, howsoever arising, whether or not foreseeable and whether or not the Client has been advised of the possibility of such damages.

The Developer shall take all reasonable steps to mitigate any loss, damage or expense suffered by it in connection with this Agreement, and no liability shall attach to the Client in respect of any loss, damage or expense that could reasonably have been so mitigated.

The limitations and exclusions of liability set forth in this section shall apply to the fullest extent permitted by applicable law and shall survive the expiration or termination of this Agreement.

Each provision of this section is intended to be severable and shall be construed and enforced independently of each other provision; the invalidity or unenforceability of any such provision shall not affect the validity or enforceability of any other.

The Developer shall indemnify, defend and hold harmless the Client, its affiliates, and their respective officers, directors, employees, agents, successors and assigns (collectively, the "Client Indemnitees") from and against any and all claims, demands, suits, actions, proceedings, losses, damages, liabilities, costs and expenses (including reasonable legal fees and costs of investigation) of whatever nature arising out of or in connection with: (i) any breach by the Developer of any representation, warranty, covenant or obligation under this Agreement.

The Developer's indemnification obligations shall further extend to: (ii) any actual or alleged infringement, misappropriation or violation of any Intellectual Property Rights, privacy rights or other proprietary rights of any third party arising out of or in connection with the Software, the Deliverables, the Services or the Client's use thereof.

The Developer shall further indemnify the Client Indemnitees against any and all claims, losses and liabilities arising out of or in connection with: (iii) any negligent act or omission, willful misconduct or fraud of the Developer, its personnel, subcontractors or representatives; (iv) any bodily injury, death or damage to tangible property caused by the Developer; (v) any failure by the Developer to comply with applicable law; and (vi) any claim by any personnel, subcontractor or representative of the Developer against the Client in respect of employment, taxation, social security or similar matters.

In the event of any third-party claim giving rise to indemnification hereunder, the Client shall: (i) promptly notify the Developer in writing of the claim; (ii) permit the Developer, at the Developer's cost, to assume control of the defense and settlement of the claim with counsel reasonably acceptable to the Client; and (iii) provide reasonable cooperation to the Developer, at the Developer's cost; provided that no settlement that imposes any obligation or admission on the Client shall be entered into without the Client's prior written consent.

The Client shall at all times have the right, at its own cost, to participate in the defense of any indemnified claim with counsel of its own choice, and in the event that the Developer fails to promptly and diligently assume and conduct the defense, the Client shall be entitled to assume such defense at the Developer's cost.

If the Software, any Deliverable or any part thereof is held, or in the Developer's reasonable opinion is likely to be held, to infringe the Intellectual Property Rights of any third party, the Developer shall, at its sole cost and expense and at the Client's option: (i) procure for the Client the right to continue using the affected item; (ii) modify or replace the affected item so that it becomes non-infringing while remaining functionally equivalent; or (iii) refund to the Client all fees paid in respect of the affected item together with all related losses, costs and damages.

The indemnification obligations set forth in this section shall survive the expiration or termination of this Agreement and shall be in addition to, and not in limitation of, any other rights or remedies available to the Client at law or in equity.

This Agreement shall commence on the Effective Date and shall continue in full force and effect until the completion of all Services and the performance of all obligations by the Parties hereunder, including, where applicable, the full performance of the Support Services, unless earlier terminated in accordance with the provisions of this section (the "Term").

The Client may, at its sole discretion and without cause, terminate this Agreement in whole or in part at any time upon not less than [number] days' prior written notice to the Developer, in which case the Client shall pay the Developer for all accepted Deliverables up to the effective date of termination, and the Developer shall have no further claim against the Client in respect of such termination.

Either Party may terminate this Agreement with immediate effect by written notice to the other Party if: (i) the other Party commits a material breach of this Agreement and, where the breach is capable of remedy, fails to remedy such breach within [number] days of receipt of a written notice specifying the breach and requiring its remedy; or (ii) the other Party becomes insolvent, enters into liquidation, has a receiver or administrator appointed, makes an arrangement with its creditors or is otherwise unable to pay its debts as they fall due.

In addition to and without prejudice to its other termination rights, the Client may terminate this Agreement with immediate effect by written notice to the Developer if: (i) there is a material delay in the achievement of any Milestone; (ii) the Developer fails to achieve acceptance of any Deliverable after the number of attempts set forth herein; (iii) the Developer breaches any confidentiality, data protection or intellectual property obligation; (iv) the Developer engages in any act of fraud, dishonesty, gross negligence or willful misconduct; or (v) any change of control, trading status or circumstances of the Developer that in the Client's reasonable opinion adversely affects the performance of this Agreement.

Upon any termination or expiration of this Agreement, the Developer shall: (i) immediately cease all performance of the Services, save as otherwise directed by the Client; (ii) deliver to the Client all work in progress, Deliverables, documentation, source code, data, Confidential Information and other materials in its possession or control; (iii) return or destroy all Confidential Information as directed by the Client; and (iv) provide reasonable transition assistance to the Client or any successor developer nominated by the Client for a period of up to [number] days, at rates to be agreed in good faith.

Termination of this Agreement, howsoever occasioned, shall be without prejudice to any rights, remedies or liabilities of the Parties accrued prior to the effective date of termination, nor shall it affect the coming into force or the continuance in force of any provision of this Agreement which is expressly or by implication intended to survive termination.

The provisions relating to Intellectual Property Rights, Confidentiality, Data Protection, Representations and Warranties, Limitation of Liability, Indemnification, Governing Law and Dispute Resolution, and Miscellaneous shall survive the expiration or termination of this Agreement.

This Agreement shall be governed by, construed and enforced in accordance with the laws of [Country/Jurisdiction], without regard to its conflict of laws principles that would require the application of the laws of any other jurisdiction.

The Parties shall endeavor in good faith to resolve amicably any dispute, controversy or claim arising out of or in connection with this Agreement, including without limitation any question regarding its existence, validity, interpretation, performance, breach or termination, by direct negotiation between duly authorized representatives.

If any such dispute is not resolved by negotiation within [number] days of the date on which one Party notifies the other in writing of the existence of the dispute, either Party may escalate the matter to senior management of the Parties, who shall meet in good faith within [number] days thereafter in an attempt to resolve the dispute.

If the dispute remains unresolved after a further [number] days following escalation, either Party may submit the dispute to the exclusive jurisdiction of the courts of [City, Country/Jurisdiction], to which jurisdiction each Party irrevocably submits and waives any objection on the grounds of venue, forum non conveniens or similar.

Notwithstanding the foregoing, nothing in this section shall preclude either Party from seeking urgent injunctive, interim or equitable relief from any court of competent jurisdiction at any time where necessary to protect its rights, in particular in respect of its Confidential Information or Intellectual Property Rights.

The prevailing Party in any dispute, action or proceeding arising out of or in connection with this Agreement shall be entitled to recover from the other Party its reasonable legal fees, expert fees, court costs and other expenses incurred in connection therewith.

Each Party shall continue to perform its obligations under this Agreement during the pendency of any dispute, except where such performance is itself the subject matter of the dispute or where continued performance has been excused in accordance with this Agreement.

This Agreement, together with any documents expressly incorporated herein by reference, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, representations and communications, whether oral or written, relating thereto.

No amendment, modification, supplement or variation of this Agreement shall be valid or binding unless made in writing and signed by duly authorized representatives of both Parties.

No failure or delay by either Party in exercising any right, power or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any further or other exercise thereof or the exercise of any other right, power or remedy; any waiver must be in writing and signed by the waiving Party.

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal or unenforceable in whole or in part, such provision or part thereof shall be deemed severed from this Agreement, and the remaining provisions shall continue in full force and effect, and the Parties shall negotiate in good faith a valid, legal and enforceable substitute provision that most nearly reflects the original intent of the Parties.

The Developer shall not assign, transfer, charge, sub-contract or otherwise dispose of this Agreement or any of its rights or obligations hereunder without the prior written consent of the Client, which may be withheld in the Client's sole discretion. The Client may freely assign or transfer this Agreement and any of its rights hereunder to any affiliate or successor in interest.

All notices, demands, consents and other communications required or permitted under this Agreement shall be in writing and shall be delivered by hand, by registered or certified mail, by courier or by electronic mail to the addresses set forth below (or to such other addresses as the Parties may from time to time designate in writing), and shall be deemed received upon actual delivery or, in the case of electronic mail, upon confirmation of receipt.

Neither Party shall be liable for any delay or failure in the performance of its obligations hereunder (other than payment obligations) to the extent such delay or failure results from any cause beyond its reasonable control, provided that the affected Party promptly notifies the other Party and takes all reasonable steps to mitigate the effects thereof; if any such event continues for a period in excess of [number] days, the Client may terminate this Agreement with immediate effect by written notice.

Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, employment or fiduciary relationship between the Parties; the Developer is and shall at all times remain an independent contractor and has no authority to bind the Client in any manner whatsoever.

This Agreement may be executed in any number of counterparts, each of which when executed shall constitute an original, but all counterparts together shall constitute one and the same instrument; delivery of an executed counterpart by electronic means (including PDF or electronic signature) shall be deemed valid and binding.