SOFTWARE DEVELOPMENT AGREEMENT This SOFTWARE DEVELOPMENT AGREEMENT (this Agreement) is entered as of this ___ of ________ ___, 2010,

by and between __________, Inc., a company incorporated under the laws of the State of Delaware having its principal place of business at ______________________ (XXX), and ______________ Inc, a company organized under the laws of the State of _________ having its principal place of business at ________________________ (the Developer). RECITALS WHEREAS, XXX desires to retain the Developer on a non exclusive basis as a subcontractor to develop and design certain work products and other services pursuant to the requirements outlined by XXX, and the Developer has the ability and desire to provide to XXX with such development, designing and other services pursuant to the terms and conditions set forth herein; and WHEREAS, the Developer warrants and represents that it has the necessary knowledge, expertise and resources and the full right, power and authority to enter into and to perform its obligations under this Agreement; NOW, THEREFORE, in consideration of the rights and obligations set forth in this Agreement, the parties agree as follows:

this Agreement, the development phases shall be undertaken, performed and completed by the Developer, in accordance with the SOW. Each development phase shall be undertaken and performed in a timely and professional manner and in accordance with the instructions of the SOW, which sets forth, among other matters, the relevant milestones and timetables related to such development phase. Each development phase shall culminate in a successful design review meeting and submission of Deliverables, as more fully described in the SOW.

2.3 Conforming Deliverables. Upon receipt of notice of

completion by the Developer, XXX shall have such number of days to test each Deliverable using the acceptance criteria or test plan, as the case may be, as identified in the SOW, to determine whether it is a Conforming Deliverable. Until formal indication of acceptance has been given within such period, the Deliverable will not be deemed accepted. In the event of any non-conformities, the Developer shall, immediately upon receiving notice from XXX of such nonconformities, undertake corrective and preventive actions, in accordance with the SOW. The Conforming Deliverable, or, if applicable, the relevant milestone, will be deemed completed and accepted upon successful completion of the acceptance criteria or test, as the case may be.

2.4 WARRANTY. DEVELOPER WARRANTS THAT THE

CONFORMING DELIVERABLES: (i) WILL SUBSTANTIALLY CONFORM WITH ALL SPECIFICATIONS APPLICABLE THERETO; (ii) WILL NOT INFRINGE THE INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS OF ANY THIRD PARTY; AND (iii) WILL NOT CONTAIN ANY VIRUSES, TROJAN HORSES, TIME BOMBS OR OTHER SURREPTITIOUS CODE.

1.

Definitions. As used in this Agreement, terms defined in the preamble of this Agreement have the meanings set forth therein, and the following terms have the meanings set forth below: identified in the SOW that substantially conforms to the performance criteria related to the Deliverable, as specified in the SOW.

1.1 Conforming Deliverable means a work product

2.5 Deliverables.

1.2

Deliverable means each work product to be developed by the Developer as more fully described in the SOW and the project specifications, including, without limitation, notices, reports, documentation, drawings, schematics, computer programs (including source code, object code, and listings), inventions, works of authorship, prototypes, creations, works, devices, masks, models, and work-inprocess. work attached hereto as Exhibit A or any other form substantially similar thereto, including all appendices attached thereto, describing the development, integration, installation and/or other services to be undertaken by the Developer with respect to each work product hereunder, including without limitation, the project specifications, development schedule, and work plan for the work product.

The Developer makes the following representations and warranties regarding the Deliverables and services furnished hereunder, which representations and warranties shall extend for a period of one (1) year from the date of receipt of any non-conforming Deliverable by XXX and shall survive any delivery, inspection, acceptance, payment, or resale of the Deliverables: the Deliverables and services are free from defects in workmanship and material, conform to all descriptions, and specifications furnished by the Developer and to any other agreed-to specifications contained in the SOW, or otherwise. event of a significant delay or other significant problems in the development phases pursuant to this Agreement.

1.3 Statement of Work or "SOW" means the statement of

2.6 Significant Delay. The Developer shall notify XXX in the

3.

Consideration. of its obligations pursuant to this Agreement to XXXs full satisfaction, XXX shall pay to the Developer the amounts listed, and in accordance with the schedule and pursuant to the terms set forth in Exhibit A attached hereto (the "Consideration"). The Consideration shall constitute the total and exclusive compensation payable by XXX to the Developer hereunder, and includes full compensation and reimbursement for all obligations, charges and costs of whatever nature incurred or to be incurred by the Developer.

3.1 Payments. In consideration of the Developers performance

1.4 Term has the meaning ascribed to it in Section 8.1 below. 1.5 Timetable means the schedule included in the SOW
specifying when Conforming Deliverables are due.

2.

Development Services. more work products and to perform other services as may be requested by XXX and accepted by the Developer under the SOW. All of the terms and conditions of this Agreement shall be deemed incorporated by reference into the SOW. In the event of a conflict between any SOW and the terms of this Agreement, this Agreement shall control unless the SOW expressly states that it is intended to modify the terms of this Agreement.

2.1 SOW. The Developer agrees to develop and design one or

3.2 Taxes; Withholding. All payments shall be net of any

applicable sales, use, excise, personal property, customs duty, withholding, value added tax, or other similar taxes and fees (other than XXX's income taxes) (the "Taxes") and the amounts of the aforesaid payments shall be deemed to have been included in the Consideration. The Developer shall be liable for and shall pay any and all such Taxes and related charges, however designated (excluding taxes based

2.2 Development Phase. Pursuant to the terms and conditions of

solely on XXX's net income), unless the Developer provides XXX with a valid tax exempt certificate. In the event that pursuant to any applicable law or regulation, tax is required to be withheld at source from any payment made to the Developer, XXX shall withhold said tax at the rate set forth in the certification issued by the applicable tax authority and in accordance with the rate determined by said law or regulation. If any such Taxes are paid by XXX, the Developer shall reimburse XXX promptly after written notice from XXX.

3.3 Invoices. All payments due under this Agreement from

XXX to the Developer, subject to the terms and provisions of this Agreement, will be made on presentation of a correctly calculated and referenced invoice and shall be due on the first business day following the lapse of thirty (30) days from the date the invoice was issued and received by XXX.

representatives are a party or by which they are bound, including without limitation, any confidentiality or noncompetition agreement, nor will it require the consent of any person or entity, (iv) the Developer's employees, consultants and representatives have and shall have at all times during the performance of the services hereunder, all necessary rights, authorizations, or licenses to perform such development services, and (v) neither the Developer nor any of its employees, consultants or representatives shall utilize during the provision of the services hereunder any proprietary information of any third party.

6.

Indemnification. XXX, its agents and employees, from and against any and all liablities, losses, damages, costs and expenses (including reasonable attorneys' fees) incurred by XXX as a result of or in connection with: (i) any allegation that any product or component used or distributed with any Deliverable, or the combination therof, or such products' or components' manufacture, use, import, sale or offer for sale actually or alledgly infringes, misappropites, or violates any patent, copyright, mask work right or trade secret anywhere in the world; (ii) any breach of the Developers representations, warranties or obligations in this Agreement; (iii) a determination by a court or agency that the Developer or any of its employees are not independent contractors; or (iv) any other material breach by the Developer of this Agreement.

6.1 The Developer shall indemnify, defend and hold harmless

4.

Intellectual Property. agree that all Deliverables shall be the sole property of XXX. In this regard, Developer agrees to assign and does hereby expressly assign to XXX all right, title and interest worldwide in and to the Deliverables, including all copyright, patent, trade secret, mask work and other intellectual property rights associated therewith. Developer will ensure that Developers employees, agents and subcontractors appropriately waive any and all claims and assign any and all rights or any interests in any Deliverable or original works created in connection with this Agreement. During and after this Agreement, Developer will assist XXX in every reasonable way, at XXXs expense, to secure, perfect, register, maintain, and defend for XXXs benefit all copyrights, patent rights, mask work rights, trade secret rights, and other proprietary rights in and to the Deliverable. Developer hereby irrevocably agrees not to assert against XXX or its direct or indirect customers, assignees or sublicensees, or licensors any claim of intellectual property rights of Developer affecting the Deliverable. Developer hereby represents and warrants that it shall not include in any Deliverable any software, modules, materials, information, or any other materials or data that Developer does not have the full right to assign to XXX and/or XXXs customers or licensors, pursuant to the terms of this Section 4.1.

4.1 Ownership of Deliverables. The parties acknowledge and

6.2 The Developer shall provide XXX with prompt notice

(including a copy thereof), of any claim or lawsuit served upon it that is reasonably expected to be subject to the foregoing indemnities under this Agreement. The Developer shall fully cooperate with XXX and its representatives in the investigation or defense of any such claim or lawsuit. The Developer shall not unreasonably withhold its approval of the settlement of any claim, liability, or action covered by this indemnification provision. 7. Confidentiality Confidentiality. Developer recognizes that during the course of Developers work for XXX, it will have access to certain Confidential Information (as defined below) relating to the business of XXX. Developer agrees that all Confidential Information will remain the exclusive property of XXX. At all times during or following Developers engagement by XXX, Developer will not disclose to anyone outside its company or use for any purpose other than Developers work for XXX :(i) any Confidential Information or (ii) any information a party has received from others which the receiving party knows the disclosing party is obligated to treat as confidential or proprietary. Definition of Confidential Information. Confidential Information means any information or material in which the disclosing party has rights, whether or not owned or developed by XXX, which is not generally known to the public, and which Developer may obtain knowledge of through or as a result of the parties relationship. Without limiting the foregoing, Confidential Information means: (a) all software programs, designs, specifications and other proprietary technical information used in developing web sites and (b) all business plans, marketing techniques, models and plans, financial materials, cost data, customer lists, pricing policies and other proprietary business information of the disclosing party. Confidential Information also includes any non-public information obtained about XXX or any of its clients or joint venture partners in the course of the relationship of the parties. Confidential Information will not include information that (i) Developer lawfully obtains from any third party who has lawfully obtained such information; or (ii) is generally available to the public or is later published or generally

7.1

4.2 Non Exclusivity, No Revenue Rights Granted. For the

avoidance of doubt, the Developer has been engaged on a non-exclusive basis and nothing contained in this Agreement shall prevent XXX from independently developing or from acquiring from third parties, products or services identical to, similar to and/or competitive with the Deliverable or any other items and services to be provided by the Developer; and nothing contained herein shall be construed to grant the Developer any rights to the revenues or any portion thereof derived by XXX from the use, sale, lease, license, or other distribution of any such products.

7.2

5.

Representations and Warranties. Developer has the required knowledge, experience, expertise and resources to fulfil the services and obligations under the terms set forth herein in a high, professional and representative standard, (ii) the Developer shall comply with all laws and regulations applicable to it, and at its sole expense, shall apply for, obtain and maintain any government license, permit or approval necessary or appropriate for it to fulfil its obligations hereunder, (iii) the execution and delivery of this Agreement and the fulfillment of the terms hereof will not constitute a default under or breach of any agreement or other instrument to which the Developer or any of its employees, consultants, or 2

5.1 The Developer represents and warrants the following: (i) the

disclosed to the public by XXX.

8.

Term; Termination. terms of this Agreement and unless the parties agree in writing to extend the term, the term of this Agreement shall commence on the date hereof and shall continue in full force and effect for a period of one (1) year (the Term, which such "Term" includes also any extended term, if applicable).

8.1 Term. Unless terminated earlier in accordance with the

nothing in this Agreement is intended to, nor will it result in, an employee of a party becoming an employee of the other party or becoming a joint employee of both parties. Each party remains solely responsible for the payment of all taxes, social security or national insurance payments, insurance, workers' compensation payments, disability insurance or similar items, including interest and penalties thereon, with respect to its employees.

9.2 Assignment. This Agreement shall be binding upon and

inure to the benefit of each party's successors and assigns. Notwithstanding the foregoing, unless otherwise stated herein, neither party shall assign, by operation of law or otherwise, any of its rights or obligations hereunder nor permit the same to be assigned by operation of law, except with the other partys prior written consent provided, except by XXX in connection with an M&A transaction, change of control, sale of all or substantially all of its assets, or any similar transaction.

8.2 Termination at Will. XXX may terminate this Agreement at

any time for any reason or no reason by providing the Developer with thirty (30) days prior written notice of its election to terminate this Agreement.

8.3 Breach of Agreement. If a party fails to meet one or more of

any material terms and conditions hereof (a Default), and the defaulting party fails to cure such Default or submit an acceptable written plan to resolve such Default within fourteen (14) days following notice of Default, the nondefaulting party shall have the right to terminate this Agreement by furnishing the defaulting party with seven (7) days written notice of termination.

9.3 Notices. Any notice or other communication required or

which may be given hereunder shall be in writing and either delivered personally to an officer of the addressee or mailed, certified or registered mail, postage prepaid, by facsimile transmission or electronic mail and shall be deemed given (i) when so delivered personally; (ii) if mailed, five (5) days after the time of mailing; or (iii) if faxed or sent by electronic mail, twenty four (24) hours after the time of sending the fax or electronic mail.

8.4 Termination For Cause. Each party shall have a right to

terminate this Agreement immediately should the other party: (i) enter into or file on its own a petition, arraignment or proceeding seeking an order for relief under the bankruptcy laws of its respective jurisdiction; (ii) has been filed against it an involuntary petition, arraignment or proceeding seeking an order for relief under the bankruptcy laws of its respective jurisdiction, which is not dismissed within ninety (90) days after filing; (iii) enter into a receivership of any of its assets; (iv) enter into a dissolution or liquidation of its assets or an assignment for the benefit of its creditors; or (v) engage in a sale of all or substantially all of its assets as would cause such party to be unwilling to fulfill its obligations under this Agreement.

9.4 Expenses. Each party hereto shall bear all its general costs
and expenses related to the performance of its obligations under this Agreement and its preparation.

9.5 Entire Agreement.

8.5 Effect on Termination/Expiration Upon the termination or

expiration of this Agreement:

This Agreement, together with all appendices, exhibits and schedules hereto, constitutes the entire understanding and agreement of the parties with respect to the subject matter of this Agreement, and supersedes all prior and contemporaneous understandings and agreements, whether written or oral, with respect to such subject matter. contained in this Agreement shall for any reason be held to be excessively broad with regard to time, geographic scope or activity, that term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. A determination that any term is void or unenforceable shall not affect the validity or enforceability of any other term or condition. No delay or failure by either party to exercise or enforce at any time any right or provision of this Agreement will be considered a waiver thereof or of such party's right thereafter to exercise or enforce each and every right and provision of this Agreement. No single waiver will constitute a continuing or subsequent waiver.

8.5.1

Neither party shall be relieved from its duty to discharge in full all obligations, payments and costs accrued or due prior to the date of termination or expiration of this Agreement. XXX shall be relieved of all obligations to make payments for any Deliverables not accepted by XXX. The Developer shall immediately deliver to XXX all Deliverables and any other work products in its possession paid for by XXX. The Developer shall immediately return to XXX all Confidential Information (including any documentation and product files) in its possession. The provisions of Section 2 (Development Services), Section 3 (Consideration) Section 4 (Intellectual Property), Section 5 (Representations and Warranties), Section 6 (Indemnification), Section 7 (Confidentiality), and Section 9 (Miscellaneous) shall survive the termination or expiration of this Agreement.

9.6 Enforceability; Waivers. If any one or more of the terms

8.5.2

8.5.3

8.5.4

9.7 Amendments; Modifications. This Agreement may not be

modified or amended, in whole or in part, except in writing signed by both the parties. Such modification or amendment need not be supported by consideration.

8.5.5

9.8 Remedy. The Developer agrees that money damages will

not be a sufficient remedy for any breach of this Agreement by the Developer or its representatives, and XXX shall be entitled, in addition to money damages, to specific performance and injunctive relief and any other appropriate equitable remedies for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement but shall be in addition to all other remedies available at law or in equity.

9.

Miscellaneous. employees, consultants, contractors or agents are agents, employees, partners or joint ventures of the other party, nor do they have any authority whatsoever to bind the other party by contract or otherwise, nor will they make any representations to the contrary, either expressly, implicitly, by appearance or otherwise. It is understood and agreed that 3

9.1 Relationship of Parties. Neither party, nor its affiliates, its

9.9 Governing Law. The construction, interpretation and

performance of this Agreement and all transactions under it shall be governed by the laws of the State of New York, without giving effect to principles of conflicts of laws and

both parties consent to exclusive jurisdiction by the competent courts of New York City, New York.

9.10 Counterparts. This Agreement may be executed in two or

more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their respective duly authorized representatives as of the date first above written. ________________, Inc. By: Name: Title:

_____________________ Inc. By: Name: Title: CEO

Exhibit A-

Statement of Work