DEVELOPMENT AGREEMENT (for Services)

Effective Date (“Effective Date”), Developer Name (“Developer”) and Company (“Company”), agree (this “Agreement”) as follows:

1. Services and Payment. Developer agrees to undertake and complete the Services (as defined in Exhibit A) in accordance with and on the schedule specified in Exhibit A.

2. Ownership; Rights; Proprietary Information; Publicity. Company shall own all right, title and interest for work completed during each Billing Period after invoice for that Billing Period is paid in full to the Developer.

3. Warranty. Developer warrants that the Services will be performed in a professional and workmanlike manner and that none of such Services or any part of this Agreement is or will be inconsistent with any obligation Developer may have to others. All deliverables shall be to the best of developer's knowledge original work of Developer and/or its independent contractors. Contractor will ensure all third-party resources utlitized in deliverables do not violate the rights of any third parties.

4. Termination. Either party may terminate the contract at any time through written request. The Company shall upon termination pay Developer all unpaid amounts due for Services completed prior to notice of termination.

5. Relationship of the Parties. Each party shall be and act as an independent contractor and not a partner, joint venturer, or agent of the other.

6. Notice. All notices under this Agreement shall be in writing.

7. Miscellaneous. No changes or modifications or waivers to this Agreement will be effective unless in writing and signed by both parties.

8. Invoices. All invoices are payable within 15 days of receipt. A monthly service charge of 1.5% [or the greatest amount allowed by state law] is payable on all overdue balances. Payments will be credited first to late payment charges and next to the unpaid balance. Company shall be responsible for all collection or legal fees necessitated by lateness or default in payment. Developer reserves the right to withhold delivery and any transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full. All grants of any license to use or transfer of ownership of any intellectual property rights under this Agreement are conditioned upon receipt of payment in full which shall be inclusive of any and all outstanding Additional Costs, Taxes, Expenses, and Fees.

EXHIBIT A

Services & Fees

Services:

Add description of services Developer is responsible for

Term:

The term will continue until the Services are completed or the Agreement is terminated under Section 4, whichever occurs first.

Fees:

The work performed by Developer shall be performed at the hourly rate of $Hourly Rate and not exceed the total estimated amount of $Cap Amount.