Software Acquisition Contract

ACQUISITION AGREEMENT FOR OWNERSHIP RIGHTS IN SOFTWARE

THIS AGREEMENT is made this Current Day day of Current Month, Current Year by and between Company Name ("Developer") and Company Name ("Purchaser"). Purchaser desires to acquire a right and interest in Software Product or Products ("the Software Product") produced or otherwise currently owned by Developer as outlined in the Software Product Definition and Description Document plan (the "Specifications") as set forth in Exhibit B. Developer has authored, developed, or otherwise purchased and owns all rights, title, and interest, including all copyright, trademark, patent or service mark interests, in and to the Software Product and all related documentation described in Exhibit B hereto. Purchaser shall acquire rights and an undivided 100% interest in all other rights, title, and interest in the Software Product and documentation in accordance with this Agreement.

"Software" or "Software Materials" shall mean the computer software program(s) described in the Specifications that is owned by Developer, including all Enhancements made under this Agreement. "Product" shall mean software for a computer or an end user. "Software Product" shall mean everything that the Purchaser shall acquire from Developer under this Agreement.

"Software Marks" shall mean all trademarks, service marks, or other intellectual property rights related to the Software Product or Software materials or any other marks included with this Agreement. "Developer's Code" shall mean all Developer's Proprietary Material or software source code existing as of the date of this Agreement that is to be incorporated into the source code of the Product. The license terms for Developer's Code will be stated in the Specifications. "Documentation" shall mean all user guides, reference, integration, installation or implementation manuals that describe in detail the operation of the Software that is normally provided by Developer as part of its deliveries to its Purchasers.

"Development Activities" shall mean any activities undertaken by Developer in the development of the Software Product and Documentation satisfying the Specifications pursuant to this Agreement. "Enhancements" shall mean error corrections, bug fixes, modifications, and updates not included in the Specifications with respect to the Software Product or Developer's Code. "Developer's Proprietary Material" shall mean all intellectual property rights in any text, images, or other components and/or materials owned by Developer, or which Developer has the legal right to use, that are delivered to Purchaser, including but not limited to software, related documentation, source code, scripts, object code, logos, graphics, or tag lines.

"Closing Date" shall mean the date upon which all obligations must be met according to the milestones and delivery dates set forth under this Agreement.

In consideration of the mutual covenants set forth in this Agreement, Developer and Purchaser hereby agree as follows:

Transfer of Rights and Ownership of All Other Rights

Developer hereby agrees to sell, assign, transfer, and convey to Purchaser an undivided 100% interest in all right, title, and interest in and to the Software Product and Software Materials.

Specifically, Developer agrees to transfer and convey to Purchaser exclusively all rights to and in:

The Software Product(s) Insert Software Product(s) Name and all other previous versions of the Software Product(s) or any aspect of the Software Materials that may have existed prior to the creation and/or the incorporation of such materials into the Software Product, whether made public or not, whether existing in whole or in part. The Software Material(s) which comprise all content, print or electronic documentation, templates, methods, source safe and change control files, all iterative versions, development documents, Software Product construction guidelines or specifications, all intellectual property and other source or object code ("the Software Materials") that comprise the Software Product, or anything else listed in the Specifications attached hereafter. The Software Marks, including Insert Software Product trademarks, intellectual property, copyright information or any other right included with this Agreement. Any derivative, variant, or otherwise modified works and all updated versions of the Software Product or revisions of the Software Product, including patches, fixes, updates that are available, whether in part or in whole as developed by Developer and acquired by Purchaser under this Agreement on or before the Closing Date.

All subsequent modifications, alterations, changes, or enhancements of any of the items above that may occur between now and the Closing Date and the delivery of the Software Product and Software Materials to Purchaser and the execution of this Agreement.

Transfer of Software Materials and Contents

Developer shall transfer all content, documents, templates and other source or object code ("the Software Materials") that comprise the Software Product. Developer shall provide technical assistance and training in the use and operation of the Software Product as well as specific support in aiding Purchaser in the operation of the Software Product. Developer shall transfer all except for Developer's Proprietary Material (defined below) contained in the Software Product.

Purchaser shall hold all rights, title, and interest in and to the Software Product. Specifically, but without limitation, Purchaser shall hold all rights, title, and interest in and to (1) all text, graphics, animation, audio components, and digital components of the Software (the "Content"), (2) all interfaces, navigational devices, menus, menu structures or arrangements, icons, help and other operational instructions, and all other components of any source or object computer code that comprises the Software, (3) all literal and nonliteral expressions of ideas that operate, cause, create, direct, manipulate, access, or otherwise affect the content, and (4) all copyrights, patents, trade secrets, and other intellectual or industrial property rights in the Software or any component or characteristic thereof. Developer shall not do anything that may infringe upon or in any way undermine Purchaser's rights, title, and interest in the Software Product, as described in this Paragraph 4. Notwithstanding the above, Developer shall retain all intellectual property rights in any and all text, images, or other components and/or materials owned by Developer, or which Developer has the legal right to use, including but not limited to software, related documentation, marketing material, logos, and tag lines ("Developer's Proprietary Material") - which has been exempted ("Exemptions") from this Agreement according to the attached Specifications.

Delivery Dates and Milestones

Developer will use reasonable diligence in the transfer of the Software Materials and endeavor to deliver to Purchaser all Software Materials or any other obligation set forth in the Specifications no later than Delivery Date. Purchaser acknowledges, however, that this delivery deadline and the other payment milestones listed in Exhibit B are estimates and are not required delivery dates unless otherwise noted in the Specifications. Deliverables defined as "Critical Deliverables" shall be outlined in Exhibit B and shall contain the delivery date and terms of delivery of the Critical Deliverable.

In the event that a "Closing Date" is agreed upon, the Closing Date shall be the date upon which all obligations must be met by both parties under this Agreement.

Compensation

For all of Developer's services under this Agreement, Purchaser shall compensate Developer, in cash, pursuant to the terms of Exhibit A attached hereto. In the event Purchaser fails to make any of the payments referenced in Exhibit A by the deadline set forth in Exhibit A, Developer has the right, but is not obligated, to pursue any or all of the following remedies: (1) terminate the Agreement, (2) remove equipment owned by Developer, whether leased to Purchaser by Developer or not, and any Developer's personnel or staff from Purchaser's location(s), (3) bring legal action, or (4) Developer may suspend development, training, transfer of Software Product or intellectual property or any other obligations under this Agreement and Purchaser shall be responsible for any schedule changes required and additional financial impact suffered due to a failure to compensate Developer under this Agreement.

Confidentiality

Purchaser and Developer acknowledge and agree that any Specifications and all other documents and information related to the engagement of marketing or advertisement, development of products or practices (the "Confidential Information") will constitute valuable trade secrets of each party. Both parties shall keep the Confidential Information in confidence and shall not, at any time during or after the term of this Agreement, without the other's prior written consent, disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the Confidential Information. Excluded from the "Confidential Information" definition is anything that can be seen by the public in any advertising medium or channel.

General Provisions

1 Entire Agreement

This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by both parties hereto.

2 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of State. Exclusive jurisdiction and venue shall be in the County County, State Superior Court.

3 Binding Effect

This Agreement shall be binding upon and inure to the benefit of both parties and their respective successors and assigns, provided that neither party assigns any of their obligations under this Agreement without the other's prior written consent.

4 Waiver

The waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect, limit, or waive such party's right thereafter to enforce and compel strict compliance with every term and condition of this Agreement.

5 Good Faith

Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance, and any termination of this Agreement.

6 Right to Withhold Content and Creative Services

In the event that a single party fails in its obligations as set forth on Exhibit B within the time prescribed in Exhibit B, the other party has the right to withhold further promotion, content, and Services performed for or on behalf of the other party until such obligations are met.

7 Indemnification

Both parties warrant that everything they give one another to use in fulfillment of Specifications is legally owned or licensed. Both parties agree to indemnify and hold harmless one another from any and all claims brought by any third party relating to any aspect of the content and Services, including, but without limitation, any and all demands, liabilities, losses, costs, and claims, including attorney's fees, arising out of injury caused by either party's products/services, material supplied, copyright infringement, and/or defective products sold via the advertising or Services of either party.

8 Confidentiality and Disclosure of Authorship or Ownership

Unless otherwise agreed upon in the Specifications, Developer acknowledges that Developer permanently and completely waives all right to claim ownership or authorship of the Software Product and may not disclose, now or in the future, said authorship or ownership in the Software Product, except in the case where such claim to ownership and authorship has been made freely and publicly available prior to entering into this Agreement. Purchaser and Developer acknowledge and agree that the Specifications and all other documents and information related to the development of the Software (the "Confidential Information") will constitute valuable trade secrets of Developer. Purchaser shall keep the Confidential Information in confidence and shall not, at any time during or after the term of this Agreement, without Developer's prior written consent, disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the Confidential Information.

9 Limited Warranty and Limitation on Damages

Developer warrants that the Software will conform to the Specifications. If the Software does not conform to the Specifications, Developer shall be responsible to correct the Software without unreasonable delay, at Developer's sole expense and without charge to Purchaser, to bring the Software into conformance with the Specifications. This warranty shall be the exclusive warranty available to Purchaser.

Purchaser waives any other warranty, express or implied. Purchaser acknowledges that Developer does not warrant that the Software will work on all platforms. Purchaser acknowledges that Developer will not be responsible for the results, productivity, or any other measurable metric not specified in Exhibit B, obtained by Purchaser on the Software. Purchaser waives any claim for damages, direct or indirect, and agrees that its sole and exclusive remedy for damages (either in contract or tort) is the return of the consideration paid to Developer as set forth in Exhibit A attached hereto.

Developer will monitor the reliability and stability of the Software for a period of up to thirty (30) days to ensure that it performs in accordance with the Specifications. If modifications are required at any time, Developer will confer in good faith with Purchaser concerning the appropriateness of any modifications and mutually agree whether or not to make such modifications; provided, however, that such agreement will not be deemed to relieve Developer from its obligations to ensure that the Product continues to conform to the Specifications and compensation estimates as specified in Exhibit A.

10 Attorney's Fees

In the event any party to this Agreement employs an attorney to enforce any of the terms of the Agreement, the prevailing party shall be entitled to recover its actual attorney's fees and costs, including expert witness fees.

11 Right to Interrupt Services, Labor, or Removal of Software Resources

In the event Purchaser fails to make any of the payments set forth on Exhibit A within the time prescribed in Exhibit A ("Closing Date"), Developer has the right to interrupt services, labor or removal of software resources until payment in full is paid, plus accrued late charges of 1 1/2% per month.

12 Term of Agreement

This Agreement shall begin on Start Date and shall continue in full force until terminated by either party upon at least thirty (30) days prior written notice. The parties represent and warrant that, on the date first written above, they are authorized to enter into this Agreement in its entirety, and duly bind their respective principals by their signatures below.