THIS SOFTWARE PRODUCTS AND SERVICES AGREEMENT is entered into on 04 December 2024

Between

(1)            PARTY_1_NAME whose principal place of business is at PARTY_1_ADDRESS_SINGLE_LINE (the Company)

(2)            PARTY_2_NAME whose principal place of business is at PARTY_2_ADDRESS_SINGLE_LINE (the Customer)

Whereas

A. The Company and the Customer agree that the Company will be engaged to provide the Products and Services to the Customer upon the terms and subject to the conditions contained in this Agreement.

B. Specific details of the Services and the Products will be set out in Appendix 1 - Contract Details which will form part of this Agreement, and the Customer shall pay Company the Fees in accordance with Appendix 2.

It is agreed as follows:

1. Interpretation

1.1 Definitions

Acceptance means written acknowledgement by the Customer that agreed acceptance test criteria or alternative acceptance formalities as set out in any Contract Details (Acceptance Tests) have been satisfied in respect of a product or Service and Acceptance Date means the date that the Customer certifies Acceptance in writing;

Agreement means this document and each and all Contract Details and other annexures and appendices annexed to this Agreement;

Business Day means a day that is not a Saturday, Sunday, public holiday or bank holiday in JURISDICTION_STATE;

Claim means a claim by a third party against the Customer in which it is alleged that the Customer's use of the Software in accordance with this Agreement constitutes an infringement of that third party's Intellectual Property rights;

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