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CUSTOM SOFTWARE DEVELOPMENT AGREEMENT

This Custom Software Development Agreement (the “Agreement”) is made and effective [DATE],

BETWEEN:

[CUSTOMER NAME] (the "Customer"), a corporation organized and existing
under the laws of the [State/Province] of [STATE/PROVINCE], with its head
office located at:

[COMPLETE ADDRESS]

AND:

[YOUR COMPANY NAME] (the "Developer"), a corporation organized and
existing under the laws of the [State/Province] of [STATE/PROVINCE], with its
head office located at:

[YOUR COMPLETE ADDRESS]

RECITALS

WHEREAS Customer wishes to [DESCRIBE NEEDS TO BE ADDRESSED], and wants to hire Developer
to develop these custom software packages, and;

WHEREAS Developer desires to develop these custom software packages for Customer:

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the
parties hereto, intending, to be legally bound, agree as follows:

1. PURPOSE OF AGREEMENT

Customer desires to retain Developer as an independent contractor to develop the computer software
(the "Software") described in the Functional Specifications contained in Exhibit A attached to and made
part of this Agreement. Developer is ready, willing and able to undertake the development of the Software
and agrees to do so under the terms and conditions set forth in this Agreement.

2. PREPARATION OF DEVELOPMENT PLAN

Developer shall prepare a development plan ("Development Plan") for the Software, satisfying the
requirements set forth in the Functional Specifications. The Development Plan shall include:

A. Detailed Specifications for the Software;

B. A listing of all items to be delivered to Customer under this Agreement ("Deliverables");

C. A delivery schedule containing a delivery date for each Deliverable; and

D. A payment schedule setting forth the amount and time of Developer's compensation.