SOFTWARE SALES AGREEMENT

Governed by Illinois Law

1. DOCUMENT HEADER

This Software Sales Agreement ("Agreement") is entered into as of [__/__/____] (the "Effective Date") by and between:

VENDOR:
Name: [________________________________]
Entity Type: ☐ Corporation ☐ LLC ☐ Partnership ☐ Sole Proprietorship
State of Formation: [________________________________]
Principal Address: [________________________________]
Tax ID / EIN: [________________________________]
("Vendor")

CUSTOMER:
Name: [________________________________]
Entity Type: ☐ Corporation ☐ LLC ☐ Partnership ☐ Sole Proprietorship
State of Formation: [________________________________]
Principal Address: [________________________________]
Tax ID / EIN: [________________________________]
("Customer")

Vendor and Customer are each a "Party" and collectively the "Parties."

Recitals

WHEREAS, Vendor develops, markets, and licenses proprietary software products and related services;

WHEREAS, Customer desires to obtain a license to use the Software (as defined below) and Vendor is willing to grant such license on the terms set forth herein;

WHEREAS, the Parties intend this Agreement to be governed by the laws of the State of Illinois, including the Illinois UCC (810 ILCS 5/) to the extent applicable to the sale of prewritten (canned) software;

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein, the Parties agree as follows:

2. DEFINITIONS

"Acceptance" means Customer's written confirmation that the Software substantially conforms to the Acceptance Criteria following completion of Acceptance Testing, or deemed acceptance as set forth in Section 5.

"Acceptance Criteria" means the functional and performance specifications set forth in Exhibit A.

"Acceptance Testing" means the testing procedures described in Section 5 and Exhibit B.

"Authorized Users" means Customer's employees, contractors, and agents authorized to use the Software, not to exceed the number specified in Exhibit A.

"Biometric Data" means biometric identifiers and biometric information as defined in the Illinois Biometric Information Privacy Act (740 ILCS 14/10), including retina or iris scans, fingerprints, voiceprints, scans of hand or face geometry, and any information based on such identifiers used to identify an individual.

"Confidential Information" means all non-public information disclosed by one Party to the other in connection with this Agreement, whether oral, written, electronic, or visual, that is designated as confidential or that a reasonable person would understand to be confidential. Includes trade secrets, source code, algorithms, customer data, business plans, pricing, and financial information.

"Customer Data" means all data, content, and information that Customer or its Authorized Users input, upload, or transmit through the Software, or that the Software collects or processes on Customer's behalf.

"Deliverables" means the Software, Documentation, and any custom configurations or integrations specified in Exhibit A.

"Documentation" means the user manuals, technical specifications, online help files, and other written materials describing the functionality and operation of the Software.

"Effective Date" means the date first written above.

"Escrow Agent" means the third-party escrow service identified in Exhibit D, if applicable.

"Fees" means the license fees, implementation fees, support fees, and any other charges set forth in Exhibit C.

"Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, and other intellectual property rights recognized under Illinois, federal, or international law.

"License Type" — as selected:
☐ Perpetual License — non-expiring right to use the Software version delivered
☐ Term License — right to use the Software during the Term specified in Section 14
☐ SaaS / Subscription — right to access the Software as a hosted service during the Subscription Term

"Personal Information" has the meaning given in 815 ILCS 530/5, including an individual's first name (or initial) and last name in combination with a Social Security number, driver's license number, financial account number, medical information, or biometric data.

"Software" means the computer programs identified in Exhibit A, including all Updates and Upgrades provided during the applicable support period.

"Source Code" means the human-readable form of the Software.

"Update" means a minor release containing bug fixes, patches, or minor enhancements.

"Upgrade" means a major release containing substantial new functionality.

3. LICENSE GRANT AND DELIVERY

3.1 License Grant

Subject to Customer's payment of Fees and compliance with this Agreement, Vendor grants Customer a:

☐ Non-exclusive
☐ Exclusive (territory: [________________________________])

license to install, copy, and use the Software solely for Customer's internal business operations, subject to the following:

(a) Scope of Use:
- Number of Authorized Users: [____]
- Number of installations / instances: [____]
- Licensed locations: [________________________________]
- Permitted use: ☐ Internal business operations only ☐ Processing of third-party data permitted

(b) License Restrictions. Customer shall not, and shall not permit any third party to:
- (i) Copy, modify, adapt, or create derivative works of the Software except as expressly permitted;
- (ii) Reverse engineer, decompile, or disassemble the Software, except to the extent permitted by Illinois law or applicable federal law notwithstanding contractual restrictions;
- (iii) Sublicense, lease, rent, loan, distribute, or transfer the Software to any third party;
- (iv) Remove or alter any proprietary notices, labels, or marks;
- (v) Use the Software to develop a competing product or service;
- (vi) Exceed the licensed number of users, installations, or locations.

3.2 Delivery

Vendor shall deliver the Software by the method(s) selected:

☐ Electronic download from secure portal
☐ Physical media (USB, disc)
☐ SaaS — hosted by Vendor and accessed via [________________________________]
☐ Installation by Vendor personnel at Customer's site

Delivery Date: [__/__/____] or within [____] business days of the Effective Date.

Risk of Loss. For tangible media, risk of loss passes to Customer upon delivery to the common carrier (F.O.B. origin) unless otherwise agreed. For electronic delivery, risk passes upon Vendor's transmission of download credentials. Under Illinois UCC Article 2 (810 ILCS 5/2-509), the Parties may modify risk allocation by written agreement.

3.3 Installation and Configuration

☐ Vendor shall perform installation and initial configuration as described in Exhibit B.
☐ Customer shall perform installation using Documentation provided by Vendor.

4. FEES AND PAYMENT

4.1 Fee Structure

4.2 Payment Terms

(a) Invoices are due net [____] days from invoice date (default: net 30).

(b) All payments in U.S. dollars by ☐ check ☐ wire transfer ☐ ACH ☐ credit card.

(c) Late payments shall bear interest at 9% per annum (the Illinois statutory judgment rate under 735 ILCS 5/2-1303), or such other rate as the Parties agree, not to exceed the maximum permitted by Illinois law.

Illinois Practice Note: The Illinois Interest Act (815 ILCS 205/2) permits parties to agree to any rate of interest. There is no general usury cap for commercial transactions. The statutory judgment rate of 9% per annum (735 ILCS 5/2-1303) is the default benchmark. For consumer transactions, the Interest Act limits rates to 9% unless otherwise agreed in writing.

(d) Customer may withhold disputed amounts in good faith, provided Customer pays all undisputed amounts when due and provides written notice within [____] days.

4.3 Taxes

(a) All Fees are exclusive of applicable taxes unless stated otherwise.

(b) Illinois Sales and Use Tax. The following tax treatment applies:

(c) CRITICAL: Chicago Personal Property Lease Transaction Tax (PPLTT).

Chicago Tax Alert: If Customer uses the Software from a location within the City of Chicago, the Chicago PPLTT applies to SaaS, cloud computing, and electronically delivered software. Effective January 1, 2026, the PPLTT rate is 15% (increased from 11%). The tax applies to the "lease" of personal property used in Chicago, which Chicago broadly interprets to include remote access to software. Vendor or Customer (depending on collection obligations) must register with the Chicago Department of Finance if collecting this tax. The threshold for collection is $100,000 in Chicago revenue in the prior 12-month period.

(d) Customer shall provide Vendor with a valid Illinois sales tax exemption certificate (Form ST-105 or CRT-61) if Customer claims exemption.

(e) Vendor is responsible for its own income, franchise, and employment taxes.

5. IMPLEMENTATION AND ACCEPTANCE TESTING

5.1 Implementation Plan

Vendor shall provide implementation services in accordance with the plan set forth in Exhibit B, including:

• Project timeline and milestones
• Data migration procedures (if applicable)
• Integration with Customer's existing systems
• Configuration and customization
• User training (☐ on-site ☐ remote ☐ self-paced)

5.2 Acceptance Testing

(a) Upon delivery and installation, Customer shall have [____] business days (the "Testing Period") to conduct Acceptance Testing against the Acceptance Criteria.

(b) If the Software fails the Acceptance Criteria, Customer shall deliver written notice specifying each deficiency. Vendor shall have [____] business days to cure.

(c) Upon cure, Customer shall have an additional [____] business days to re-test.

(d) If the Software fails Acceptance Testing after [____] cure cycles, Customer may:
- (i) Accept with a mutually agreed price reduction; or
- (ii) Terminate and receive a full refund of all Fees paid.

(e) Deemed Acceptance. The Software shall be deemed accepted if Customer (i) fails to deliver written rejection within the Testing Period, or (ii) uses the Software in production.

5.3 Change Orders

Changes to implementation scope require a written change order signed by both Parties.

6. SUPPORT AND MAINTENANCE

6.1 Support Tiers

☐ Standard Support — Email/ticket during business hours (Mon-Fri, 8am-5pm CT); response within [____] business hours; Updates included.
☐ Premium Support — Phone and email 24/7; response within [____] hours; Updates and Upgrades included.
☐ Custom Support — As described in Exhibit C.

6.2 Service Level Agreement (SaaS Only)

Service Credits. If Vendor fails to meet the Uptime target, Customer shall receive service credits equal to [____]% of monthly Fees for each [____]% below target, up to [____]% of monthly Fees.

6.3 Support Term and Renewal

Support begins on the Acceptance Date and continues for [____] year(s). Support renews automatically for successive [____]-year terms unless either Party provides [____] days' written notice of non-renewal.

6.4 End of Life

Vendor shall provide at least twelve (12) months written notice before discontinuing support. Critical security patches shall continue during the wind-down period.

7. INTELLECTUAL PROPERTY

7.1 Ownership

(a) Vendor IP. Vendor retains all right, title, and interest in the Software, Documentation, and all modifications, enhancements, and derivative works thereof. Nothing in this Agreement transfers ownership of Vendor IP.

(b) Customer Data. Customer retains all right, title, and interest in Customer Data. Vendor acquires no rights except the limited license in Section 7.2.

(c) Custom Development. Unless otherwise agreed:
☐ Custom code owned by Vendor, licensed to Customer under this Agreement.
☐ Custom code owned by Customer as work made for hire, with Vendor retaining license to generalized techniques.

7.2 Data License

Customer grants Vendor a non-exclusive, limited license to access and process Customer Data solely to provide the Software and services. Upon termination, Vendor shall return or destroy Customer Data per Section 9.

7.3 Feedback

Vendor may freely use Customer's suggestions and feedback regarding the Software without restriction or obligation.

8. CONFIDENTIALITY

8.1 Obligations

Each Receiving Party shall: (a) hold the Disclosing Party's Confidential Information in strict confidence; (b) not disclose it except to employees, contractors, and advisors bound by confidentiality obligations no less protective than this Section; and (c) not use it for any purpose outside this Agreement.

8.2 Exclusions

Confidential Information does not include information that: (a) is publicly available through no fault of the Receiving Party; (b) was known before disclosure; (c) is independently developed without use of Confidential Information; or (d) is received from a third party without breach of confidentiality.

8.3 Required Disclosures

The Receiving Party may disclose as required by law or court order, provided it gives prompt notice (to the extent permitted) and cooperates with protective order efforts.

8.4 Trade Secret Protection (765 ILCS 1065)

The Parties acknowledge that certain Confidential Information may constitute trade secrets under the Illinois Trade Secrets Act (765 ILCS 1065). Misappropriation may give rise to injunctive relief, actual damages, and, in cases of willful and malicious misappropriation, exemplary damages up to twice actual damages plus reasonable attorneys' fees under 765 ILCS 1065/4.

8.5 Duration

Confidentiality obligations survive termination for [____] years (recommended: 3-5 years). Trade secret obligations continue as long as the information qualifies as a trade secret under Illinois law.

9. DATA PROTECTION AND SECURITY

9.1 Data Security Standards

Vendor shall implement and maintain commercially reasonable administrative, technical, and physical safeguards, including:

• (a) Encryption in transit (TLS 1.2+) and at rest (AES-256 or equivalent);
• (b) Access controls limiting data access to authorized personnel;
• (c) Regular vulnerability assessments and penetration testing;
• (d) Audit logs of access to Customer Data;
• (e) Annual SOC 2 Type II reports or equivalent upon request.

9.2 Illinois Data Breach Notification (815 ILCS 530)

(a) In the event of a breach involving Personal Information of Illinois residents, Vendor shall:

• (i) Notify Customer within [____] hours (recommended: 48-72 hours) of discovery;
• (ii) Cooperate in investigation and mitigation;
• (iii) Assist Customer in complying with notification under 815 ILCS 530.

(b) Under the Illinois Personal Information Protection Act (815 ILCS 530/10), notification to affected Illinois residents must be made in the most expedient time possible and without unreasonable delay. If the breach affects more than 500 Illinois residents, the entity must also notify the Illinois Attorney General.

(c) Vendor shall bear costs of notification, credit monitoring, and remediation attributable to Vendor's acts or omissions.

9.3 BIOMETRIC DATA COMPLIANCE (740 ILCS 14 — BIPA)

CRITICAL ILLINOIS PROVISION: If the Software collects, captures, stores, or processes Biometric Data (including fingerprints, facial geometry, iris scans, or voiceprints) of Illinois residents, the Illinois Biometric Information Privacy Act (740 ILCS 14) applies. BIPA imposes the following mandatory requirements:

☐ This Software does NOT collect, capture, or process Biometric Data. (If checked, this Section 9.3 is for informational purposes only.)

☐ This Software DOES collect, capture, or process Biometric Data. The following provisions are mandatory:

(a) Written Policy. Vendor must make publicly available a written policy establishing a retention schedule and guidelines for permanently destroying Biometric Data when the initial purpose has been satisfied or within three (3) years of the individual's last interaction, whichever occurs first (740 ILCS 14/15(a)).

(b) Informed Consent. Before collecting Biometric Data, the entity in possession must: (i) inform the subject in writing that biometric data is being collected or stored; (ii) inform the subject of the specific purpose and length of term for which it will be collected, stored, and used; and (iii) receive a written release from the subject (740 ILCS 14/15(b)).

(c) Prohibition on Sale. Neither Vendor nor Customer may sell, lease, trade, or otherwise profit from Biometric Data (740 ILCS 14/15(c)).

(d) Disclosure Restrictions. Biometric Data may not be disclosed to third parties without consent, unless disclosure completes a financial transaction requested by the subject, is required by law, or is made pursuant to a valid warrant (740 ILCS 14/15(d)).

(e) Storage and Security. Biometric Data must be stored, transmitted, and protected using reasonable security measures, including a standard of care at least equivalent to that used for other confidential and sensitive information (740 ILCS 14/15(e)).

(f) Private Right of Action and Damages. BIPA provides a private right of action. Damages include:
- Negligent violations: $1,000 per violation or actual damages, whichever is greater;
- Intentional or reckless violations: $5,000 per violation or actual damages, whichever is greater;
- Plus reasonable attorneys' fees, costs, and expert witness fees.

2024 Amendment Note: SB 2979 (effective August 2024) clarified that collecting the same biometric identifier from the same person using the same method constitutes a single violation for damages purposes, limiting per-person damage exposure.

(g) Vendor BIPA Indemnity. To the extent the Software processes Biometric Data, Vendor shall defend, indemnify, and hold harmless Customer from all claims, damages, penalties, and costs arising from Vendor's violation of BIPA.

9.4 Data Return and Destruction

Upon termination, Vendor shall, at Customer's election:
☐ Return all Customer Data in a standard format within [____] days; or
☐ Securely destroy all Customer Data and certify destruction within [____] days.

Retained copies (if required by law) remain subject to confidentiality and security obligations.

10. REPRESENTATIONS AND WARRANTIES

10.1 Mutual Representations

Each Party represents and warrants that:
- (a) It is duly organized, validly existing, and in good standing;
- (b) It has full power and authority to enter into and perform this Agreement;
- (c) This Agreement is a valid and binding obligation;
- (d) Execution does not conflict with any other agreement or obligation.

10.2 Vendor Representations and Warranties

(a) Conformance. The Software shall materially conform to the specifications in Exhibit A and the Documentation for [____] months following Acceptance (the "Warranty Period").

(b) Non-Infringement. The Software does not infringe any third party's U.S. Intellectual Property Rights.

(c) Malicious Code. The Software does not contain viruses, worms, Trojan horses, ransomware, or other malicious code.

(d) Compliance with Law. Vendor shall comply with all applicable laws, including 815 ILCS 530 (data breach), 740 ILCS 14 (BIPA, if applicable), and the Illinois Consumer Fraud Act (815 ILCS 505).

(e) Personnel. Vendor's personnel are qualified to perform services in a professional and workmanlike manner.

(f) BIPA Compliance. If the Software processes Biometric Data, Vendor represents it has implemented all BIPA-required policies, notices, and consent mechanisms.

10.3 Customer Representations

Customer represents that: (a) Customer Data does not infringe third-party rights; (b) Customer has obtained necessary consents for data processing; (c) Customer shall use the Software in compliance with law and this Agreement.

11. WARRANTY DISCLAIMER AND LIMITATION

11.1 Warranty Disclaimer

EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 10, THE SOFTWARE IS PROVIDED "AS IS." VENDOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY (810 ILCS 5/2-314), FITNESS FOR A PARTICULAR PURPOSE (810 ILCS 5/2-315), AND NON-INFRINGEMENT. VENDOR DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.

Illinois UCC Note: Under Illinois UCC Article 2 (810 ILCS 5/2), implied warranties apply to the sale of prewritten (canned) software treated as goods. Disclaimers of merchantability must mention "merchantability" and be conspicuous (810 ILCS 5/2-316). ALL-CAPS formatting satisfies the conspicuousness requirement.

11.2 Exclusive Remedy

During the Warranty Period, Customer's sole remedy for breach of warranty is, at Vendor's option: (a) repair or replacement; or (b) refund of Fees paid for the nonconforming component. This limitation does not apply to Sections 8, 9, or BIPA obligations.

12. INDEMNIFICATION

12.1 Vendor Indemnification

Vendor shall defend, indemnify, and hold harmless Customer from third-party claims arising from:

• (a) Vendor's breach of representations or warranties;
• (b) Claims that the Software infringes a third party's U.S. patent, copyright, trademark, or trade secret;
• (c) Vendor's negligence or willful misconduct;
• (d) Vendor's failure to comply with applicable law, including 815 ILCS 530 and 740 ILCS 14;
• (e) BIPA violations attributable to Vendor (if Section 9.3 applies).

IP Infringement Remedies. If the Software becomes subject to an infringement claim, Vendor shall: (i) procure the right to continue use; (ii) modify to be non-infringing; or (iii) replace with a non-infringing equivalent. If none is practicable, Vendor may terminate the license and provide a prorated refund.

12.2 Customer Indemnification

Customer shall defend and indemnify Vendor from claims arising from: (a) Customer Data or use of the Software in violation of this Agreement or law; (b) Customer's breach of representations or warranties.

12.3 Procedures

The indemnified Party shall: (a) give prompt written notice; (b) grant sole control of defense and settlement; and (c) provide reasonable cooperation at the indemnifying Party's expense.

13. LIMITATION OF LIABILITY

13.1 Consequential Damages Exclusion

EXCEPT FOR (A) BREACH OF SECTION 8, (B) BREACH OF SECTION 9 (INCLUDING BIPA OBLIGATIONS), (C) INDEMNIFICATION UNDER SECTION 12, OR (D) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION.

13.2 Liability Cap

EXCEPT FOR THE CARVE-OUTS IN SECTION 13.1, EACH PARTY'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED:

☐ Total Fees paid or payable in the [____]-month period preceding the claim (recommended: 12 months);
☐ $[________________________________] (fixed cap);
☐ Other: [________________________________].

Illinois Practice Note: Illinois courts enforce contractual liability limitations in arm's-length commercial transactions. However, BIPA statutory damages cannot be contractually waived or capped as to data subjects (only allocated between the Parties). The liability cap in this Section governs only as between Vendor and Customer.

14. TERM AND TERMINATION

14.1 Term

(a) Perpetual License. Effective as of the Effective Date and continues unless terminated.

(b) Term License / SaaS. Initial term of [____] year(s), automatically renewing for [____]-year terms unless [____] days' notice of non-renewal is given.

14.2 Termination for Cause

Either Party may terminate upon written notice if: (a) the other Party materially breaches and fails to cure within [____] days (recommended: 30 days); or (b) the other Party becomes insolvent or files for bankruptcy.

14.3 Termination for Convenience

☐ Either Party may terminate upon [____] days written notice.
☐ Not applicable.

14.4 Effects of Termination

Upon termination: (a) all licenses terminate (except paid perpetual licenses, unless terminated for Customer's breach); (b) Customer ceases use and returns or destroys copies; (c) Vendor returns or destroys Customer Data per Section 9.4; (d) accrued payment obligations survive; (e) Sections 2, 7, 8, 9.2-9.4, 11, 12, 13, 15, and 16 survive.

15. DISPUTE RESOLUTION

15.1 Governing Law

This Agreement is governed by Illinois law, without regard to conflict of laws principles. The CISG is excluded.

15.2 Escalation

Before formal proceedings, the Parties shall attempt good-faith negotiation between senior executives for [____] days (recommended: 30 days).

15.3 Forum Selection

Litigation shall be brought exclusively in the state or federal courts located in [________________________________] County, Illinois (e.g., Cook County). Each Party consents to personal jurisdiction and venue.

15.4 Alternative: Binding Arbitration

☐ If selected, disputes not resolved through negotiation shall be submitted to binding arbitration administered by:
☐ AAA under its Commercial Arbitration Rules
☐ JAMS under its Comprehensive Arbitration Rules
☐ Other: [________________________________]

Arbitration in [________________________________], Illinois, before [____] arbitrator(s). The award is final, binding, and enforceable in any Illinois court.

15.5 Jury Waiver

EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

Illinois Practice Note: Illinois courts enforce contractual jury waivers in commercial contexts. See Tri-G, Inc. v. Burke, Bosselman & Weaver, 222 Ill.2d 218 (2006). The waiver must be knowing and voluntary.

15.6 Prevailing Party

The prevailing Party shall be entitled to recover reasonable attorneys' fees and costs.

15.7 Injunctive Relief

Either Party may seek injunctive or equitable relief to prevent irreparable harm, including breach of Sections 7, 8, or 9.

15.8 Statute of Limitations

Illinois Note: Illinois has a ten (10)-year statute of limitations for breach of a written contract (735 ILCS 5/13-206). For UCC Article 2 claims (sale of goods, including canned software), the period is four (4) years (810 ILCS 5/2-725), reducible by agreement to not less than one year.

16. GENERAL PROVISIONS

16.1 Notices

All notices in writing, delivered by: (a) personal delivery; (b) overnight courier; (c) certified mail, return receipt requested; or (d) email with confirmed receipt.

16.2 Assignment

Neither Party may assign without prior written consent, except to an Affiliate or in connection with a merger, acquisition, or sale of substantially all assets. Purported assignments in violation are void.

16.3 Force Majeure

Neither Party is liable for delays from causes beyond reasonable control, provided prompt notice and commercially reasonable mitigation. Force majeure does not excuse payment obligations.

16.4 Entire Agreement

This Agreement and all Exhibits constitute the entire agreement and supersede all prior agreements and communications.

16.5 Amendments

Amendments require a written instrument signed by both Parties.

16.6 Severability

Invalid provisions shall be reformed to the minimum extent necessary. Remaining provisions remain in full force.

16.7 Waiver

No waiver of any breach constitutes a waiver of subsequent breaches.

16.8 Independent Contractors

The Parties are independent contractors. No partnership, joint venture, agency, or employment relationship is created.

16.9 Electronic Signatures (5 ILCS 175)

This Agreement may be executed by electronic signature in accordance with the Illinois Electronic Commerce Security Act (5 ILCS 175). Electronic signatures have the same legal effect as ink signatures.

16.10 Counterparts

May be executed in counterparts, each an original, together constituting one instrument.

16.11 Export Compliance

Customer shall not export the Software in violation of U.S. export control laws.

16.12 Anti-Corruption

Each Party represents compliance with applicable anti-corruption laws, including the FCPA.

17. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Software Sales Agreement as of the Effective Date.

VENDOR

CUSTOMER

EXHIBIT A — SOFTWARE SPECIFICATIONS AND LICENSE DETAILS

EXHIBIT B — IMPLEMENTATION PLAN AND ACCEPTANCE TESTING

Implementation Milestones

Acceptance Test Plan

☐ Functional testing against Exhibit A specifications
☐ Performance / load testing
☐ Security testing
☐ Integration testing
☐ Data migration validation
☐ User training completion
☐ BIPA compliance verification (if applicable)

Testing Period: [____] business days
Cure Period: [____] business days per cycle
Maximum Cure Cycles: [____]

EXHIBIT C — FEES AND PAYMENT SCHEDULE

Chicago PPLTT (if applicable): If Customer uses the Software from a Chicago location, an additional 15% PPLTT applies to the transaction (effective January 1, 2026).

Annual Escalation: Fees may increase by up to [____]% per year upon renewal, with at least [____] days' prior written notice.

EXHIBIT D — SOURCE CODE ESCROW (IF APPLICABLE)

☐ Source Code Escrow Required
☐ Source Code Escrow Not Required (skip this Exhibit)

Escrow Agent: [________________________________]

Deposit Requirements: Vendor shall deposit Source Code, build scripts, and documentation within [____] days of each major release.

Release Conditions:
- (a) Vendor ceases business or becomes insolvent;
- (b) Vendor files for or is subject to bankruptcy;
- (c) Vendor materially breaches support obligations and fails to cure within [____] days;
- (d) Vendor assigns the Software to a non-assuming third party;
- (e) Other: [________________________________].

Permitted Use Upon Release: Maintenance and support for internal operations only. No competing products.

Escrow Fees: ☐ Vendor ☐ Customer ☐ Split equally.

This template is provided for informational purposes only and does not constitute legal advice. Consult a qualified Illinois-licensed attorney before use. Illinois-specific provisions reference laws current as of March 2026.

DOCUMENT PREPARATION CHECKLIST

☐ All [PLACEHOLDER] fields completed
☐ License Type selected
☐ Fee schedule finalized
☐ Exhibits A through D completed
☐ Illinois sales tax treatment verified (canned vs. custom vs. SaaS)
☐ Chicago PPLTT applicability assessed (15% if Customer in Chicago)
☐ BIPA applicability assessed — Section 9.3 checkbox selected
☐ If BIPA applies: written policy, notice, and consent mechanisms in place
☐ Data breach notification provisions reviewed
☐ Jury waiver reviewed with Illinois counsel
☐ Illinois-licensed attorney review completed
☐ Both Parties have executed the Agreement