Software Co-development Contract

THIS AGREEMENT is made this Current Day day of Current Month, Current Year by and between Company Name ("Company") and Company Name ("Customer"). Customer and Company desire to co-produce a new product (the" Software Product" or the "Co-produced Product") using a combination of existing software products created or owned by each respective party and in adherence with the proposed development plan (the "Specifications") as set forth in Exhibit B. Customer and Company desire to exchange advertising and links, and cross-promote one another using a variety of marketing and advertising services (the "Services") as set forth in Exhibit B.

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

Creation of a New Software Product

Company shall make available select content, documents, templates, and other source or object code ("the Content") for inclusion into a new Software Product using Customer's Insert Customer's contribution to the Co-development project. Customer shall provide technical assistance in the use of the product as well as specific support in aiding Company in the development of the Software Product.

1 Advertising and Promotion

Customer shall arrange for the placement of advertising and promotion of Company and agrees to fulfill the following duties:

• Customer will offer the product on all point-of-sales or any other outlet agreed upon under this agreement.
• Company will offer the product on their point-of-sales and any other outlet agreed upon under this agreement.
• Compensation rates will vary according to Exhibit A.

Specification and Services Completion

"Advertising and Marketing Material" shall mean any programming, coding, graphic design, linking, or other collateral required by either party to fulfill its obligations under the Specifications. Both parties will use reasonable diligence in any development and promotion ("Advertising and Marketing Material") and endeavor to complete all agreed-upon materials in a timely manner. Both parties acknowledge that any delivery deadline communicated between parties shall be an estimate, and is not a required delivery date.

Both Customer and Company shall retain all intellectual property rights in any logos, graphics, text, images, or other components owned and transmitted to either party for use in fulfillment or creation of Advertising and Marketing Material. Each party shall develop the Advertising and Marketing Material according to and in adherence to any guidelines, styles, or style guides that each party makes use of.

1 Survivability of Products and Compensation

In the event that either party decides to terminate this agreement, each party shall continue to have the right to distribute the existing product through their normal sales channels and according to the compensation provisions set forth in Exhibit A. Neither party will have any right to decompile, copy, reverse engineer, or otherwise continue development on the Co-produced Product.

2 Notification of Termination

In the event that either party decides to terminate this agreement, the terminating party shall give sixty (60) days prior written notification via registered mail of their intent to terminate this agreement.

Compensation

For all Services under this Agreement, Customer and Company shall compensate one another in cash, pursuant to the terms of Exhibit A attached hereto. In the event either party fails to make any of the payments referenced in Exhibit A by the deadline set forth in Exhibit A, either party reserves the right, but is not obligated, to pursue any or all of the following remedies: (1) terminate the Agreement; (2) withhold all materials, Services, or content from the other party; (3) bring legal action.

Confidentiality

Customer and Company 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 its 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 Use of Services and Creative Content for Promotional Purposes

Both parties may advertise, use, or otherwise promote the creative content, description of Services performed, results of Services, and campaign data as they see fit for promotional purposes.

9 Placement of Tracking Codes

Both parties may use tracking codes, URLs, or other IDs to evaluate the effectiveness of any and all advertising.

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 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.