1. ContractPal Responsibilities. ContractPal maintains two development queues for the development of Pals and providing services associated with them. Like most queues, when a project works its way to the top of the queue, ContractPal begins work on it. Pal Developers spend approximately 75% of their daily time working on the top project in their Development Queue and 25% working on projects in their service queue ("Service Queue). Once the Invoice has been accepted by You, and Your project, as specified in the Invoice ("Project"), has reached the top of the Development Queue, ContractPal will assign a Pal developer ("Developer") to work on Your Project. Subject to Your timely and active participation, the Developer will continue to work on the Project until it enters Customer Acceptance (see below) or reaches a point where the Developer needs additional information, materials or decisions from You ("Input Point"). Once your Project reaches an Input Point, the Developer will devote only sufficient time to receive input from You. If input is not received from You in a timely manner (see below), ContractPal may at its discretion move Your Project to the bottom of the Development Queue, meaning that it will need to await its turn to rise to the top of the Development Queue before work resumes.

2. Your Responsibilities. You agree to adequately support all development activities under these Development Terms. Your responsibilities under these Development Terms include the following:

3. Customer Acceptance Testing. Once You have been notified by the Developer that Your Project is ready for Customer Acceptance Testing (CAT), You will have a maximum period of TEN (10) business days to test the Pals associated with the Project (CAT Period). The Developer will coordinate with You the mechanism to be used in logging defects for the Project. The Developer will implement fixes for any defects logged by You during the CAT Period during the Developer's Service Queue time (usually once per day). If the Developer cannot fix all of the defects during the CAT Period, the CAT Period will be extended until all fixes have been implemented by the Developer and tested and closed by You. If at the end of the CAT Period there are no unresolved defects reported for Your Project, the Project will be deemed accepted under these Development Terms. As used in this paragraph, "defect" means the Pal(s) delivered to Customer fail to perform in conformance with the requirements agreed upon by the parties before the CAT Period and the failure substantially deprives the Customer of a significant benefit comprehended by such requirements.

4. Preexisting Works; Work for Hire; Assignment of Inventions. You acknowledge that ContractPal is in the business of providing the ContractPal enforceable transaction cloud computing platform (the "Platform") and computer programming and information technology services associated with developing applications for the Platform. You acknowledge that neither these Development Terms nor any work performed hereunder, grants any rights to You to the Platform and that any such rights are granted under the ContractPal Enterprise Subscription Agreement. You further acknowledge that ContractPal, in developing Pals for You may use certain preexisting or contemporaneously developed Pals and templates, including certain pages, fragments, style sheets, graphics, and workflow components ("Preexisting Works"). ContractPal acknowledges and agrees that, except with respect to Preexisting Works, any copyrightable works prepared by any ContractPal employee, agent or sub-contractor for the purposes of complying with these Development Terms are "works for hire" under applicable law and that You will be considered the author and owner of such copyrightable works and ContractPal irrevocably assigns to You any and all ContractPal rights, title and interest in any such copyrightable works. Moreover, to the extent that any Pal developed for You under these Development Terms includes any Preexisting Works, ContractPal hereby grants to You a fully paid up license to use such Preexisting Works, and to make derivative works of the Preexisting Works for use on the Platform.

5. Limited Warranty. Upon acceptance of the Pal(s) for any Project as specified in paragraph 3 above, ContractPal warrants that the Pal(s) shall continue to meet the acceptance requirements for a period of sixty (60) days from the date of acceptance. During the Warranty Period, ContractPal agrees to exercise commercially reasonable efforts to fix any defects. Except as expressly provided above, ContractPal makes no warranties to You under these Development Terms, and expressly excludes any and all express and implied warranties, including any warranties of fitness for a particular purpose and merchantability.

6. Customer Warranty. You acknowledge that ContractPal will use data, designs, text and workflow provided by You to provide the development services for Your Project. Accordingly, You warrant that You have sufficient rights to provide all materials delivered to ContractPal for Your Project. Further, You understand that ContractPal shall not have any liability for incorporating any materials provided by You into the Project deliverables.

7. Scope Creep. Prior to the beginning of any Project, ContractPal will provide you with documentation establishing the scope of the Project. Minor modifications to the scope of the Project may be tolerated throughout the development, testing and eventual deployment of the Pals by the Developer. Consistent with our agile development methodology, modifications outside of the scope may be incorporated at your request at a mutually agreeable hourly rate. ContractPal will invoice You at the end of each month for the scope creep hours expended at Your request. Invoices provided to You for scope creep are referred to herein as "Scope Creep Invoices."

8. Stop Work. ContractPal will immediately stop work on Your Project, and delete or return to You all materials provided by You for the Project, and deliver to You the materials developed by ContractPal for the Project up through the stop date, which shall be deemed to be the close of business on the date notice is received from You (Stop Date). Stop notification does not relieve You of paying all fees specified in the Invoice up through the Stop Date. In addition, ContractPal shall not be required to return any fees paid by You as of the Stop Date.

9. Payment. You agree to make all payments required by the Invoice in accordance with the requirements of the Invoice. You agree to make all payments required by the Scope Creep Invoices in accordance with their terms. Failure to make any required payment as required in the Invoice or Scope Creep Invoices shall constitute a material breach of these Development Terms.

10. Termination. Upon written notification, either party may terminate the efforts under a Project for the material breach of the other party and may seek any and all remedies available in law or in equity. ContractPal reserves the right to suspend Your use of the Platform for a material, uncured, breach of these Development Terms for any Project.

11. Limitation of Liability. THE REMEDIES PROVIDED IN THESE DEVELOPMENT TERMS ARE THE SOLE AND EXCLUSIVE REMEDIES OF THE PARTIES. NEITHER PARTY SHALL IN ANY EVENT BE LIABLE TO THE OTHER OR TO ANY LICENSEE, SUBLICENSEE, OR CUSTOMER OF THE OTHER UNDER THESE DEVELOPMENT TERMS FOR LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE OR OF DATA, OR FOR INTERRUPTION OF BUSINESS. NEITHER PARTY SHALL IN ANY EVENT BE LIABLE FOR INDIRECT, SPECIAL, RELIANCE, INCIDENTAL, COVER, OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND ARISING UNDER THESE DEVELOPMENT TERMS WHETHER IN A CONTRACT, TORT OR OTHER ACTION FOR OR ARISING OUT OF ALLEGED BREACH OF WARRANTY, ALLEGED BREACH OF CONTRACT, DELAY, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE.

12. Independent Contractors We jointly acknowledge that we are independent contractors with respect to each other. ContractPal further acknowledges that it is not entitled to receive any employer-paid or employer-sponsored benefits. ContractPal shall be responsible for all required federal and state payroll and employment withholding taxes. Upon request, ContractPal agrees to provide You its federal employment identification number.

13. General Provisions. These Development Terms shall be governed by the laws of the United States of America and by the laws of the State of Utah, excluding its laws governing conflicts of law. With respect to each Project, these Development Terms together with the Invoice contain all of the understandings, terms, conditions and agreements pertaining to the relationship contemplated hereby between ContractPal and You. Each party agrees that there has been no other representation, promise or agreement, orally or otherwise, by either party, except as provided herein or therein and that no other agreement or statement shall be valid or binding. Any modifications of these Development Terms must be in writing and signed by authorized representatives of both parties. If any provision of these Development Terms is declared invalid, either in whole or in part, the remaining provisions shall, nevertheless, remain in full force and effect. The parties agree that any action that may be brought relating to these Development Terms shall be prosecuted in the courts of general jurisdiction of the State of Utah, in the county of Utah, and each party hereby waives the right to seek to change venue to any other country or state.