SOFTWARE SALES AGREEMENT

Governed by Mississippi Law

1. DOCUMENT HEADER

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

VENDOR:
Name: [________________________________]
Entity Type: [________________________________] organized under the laws of [________________________________]
Principal Address: [________________________________]
("Vendor")

CUSTOMER:
Name: [________________________________]
Entity Type: [________________________________] organized under the laws of [________________________________]
Principal Address: [________________________________]
("Customer")

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

Recitals

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

WHEREAS, Customer desires to obtain a license to use the Software and Vendor desires to grant such license, subject to the terms of this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

2. DEFINITIONS

"Acceptance" has the meaning set forth in Section 5.

"Acceptance Period" means [30/60/90] calendar days following Delivery.

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where "control" means ownership of 50% or more of the voting securities.

"Confidential Information" has the meaning set forth in Section 8.

"Customer Data" means all data and information provided by Customer or generated through Customer's use of the Software, excluding the Software itself and any Vendor proprietary data.

"Deliverables" means the Software, Documentation, and any other items to be delivered under this Agreement or an Order Form.

"Documentation" means all user guides, manuals, technical specifications, and online help materials provided by Vendor for the Software.

"Error" means a reproducible failure of the Software to conform in any material respect to the Specifications.

"Fees" means all amounts payable by Customer, including License Fees, Support Fees, and Implementation Fees, as set forth in the applicable Order Form.

"Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, and other proprietary rights recognized under federal or Mississippi law (including Miss. Code Ann. §§ 75-26-1 et seq.).

"License" has the meaning set forth in Section 3.

"Order Form" means a mutually executed document referencing this Agreement that specifies the Software, Fees, license parameters, and other commercial terms.

"Personal Information" has the meaning ascribed under Miss. Code Ann. § 75-24-29.

"Software" means the object-code version of Vendor's proprietary software identified in the applicable Order Form, including Updates provided under this Agreement.

"Specifications" means the functional and technical specifications for the Software as set forth in the Documentation or an Order Form.

"Support Services" means the maintenance and technical support services described in Section 6.

"Update" means bug fixes, patches, and minor enhancements made generally available by Vendor to its licensees at no additional charge.

"Upgrade" means a new version of the Software containing significant new features or functionality, which Vendor may offer for an additional fee.

3. LICENSE GRANT AND DELIVERY

3.1 License Grant

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

☐ Perpetual License — non-exclusive, non-transferable, non-sublicensable license to install and use the Software for Customer's internal business purposes, subject to the terms herein.

☐ Term License — non-exclusive, non-transferable, non-sublicensable license to install and use the Software for Customer's internal business purposes during the License Term specified in the Order Form.

☐ SaaS / Subscription License — non-exclusive, non-transferable, non-sublicensable right to access and use the Software via the internet during the Subscription Term specified in the Order Form.

3.2 License Restrictions

Customer shall not, and shall not permit any third party to:

(a) Copy, modify, or create derivative works of the Software except for reasonable backup copies;
(b) Reverse engineer, decompile, or disassemble the Software, except to the extent such restriction is expressly prohibited by applicable law;
(c) Sublicense, rent, lease, lend, or distribute the Software to any third party;
(d) Remove or alter any proprietary notices, labels, or marks on the Software;
(e) Use the Software to provide service bureau, time-sharing, or similar services to third parties without Vendor's prior written consent;
(f) Exceed the number of licensed users, seats, or other usage metrics specified in the Order Form.

3.3 Delivery

Vendor shall deliver the Software and Documentation:

☐ Electronically (download or cloud deployment) within [____] business days of the Effective Date
☐ On tangible media shipped to Customer's address within [____] business days of the Effective Date

Mississippi Tax Note — CRITICAL: Mississippi broadly taxes computer software at 7% state sales tax. Canned (prewritten) software is taxable regardless of delivery method. SaaS is taxable in Mississippi if the software is hosted on a server within Mississippi (Miss. Code Ann. § 27-65-23). Custom software is also generally taxable. Mississippi is one of the most aggressive states in taxing software transactions. Parties should consult a Mississippi tax advisor to confirm applicable treatment, particularly for SaaS hosted outside the state.

3.4 Reservation of Rights

All Intellectual Property Rights in the Software are and shall remain the exclusive property of Vendor and its licensors. No rights are granted except as expressly set forth in this Agreement. No rights are implied by estoppel or otherwise.

4. FEES AND PAYMENT

4.1 Fees

Customer shall pay the Fees set forth in each Order Form in accordance with this Section.

4.2 Invoicing and Payment Terms

Vendor shall invoice Customer upon Delivery (or as otherwise specified in the Order Form). All invoices are due and payable [Net 30/Net 45/Net 60] days from the invoice date.

4.3 Late Payment

Overdue amounts shall accrue interest at the rate of eight percent (8%) per annum, which is the statutory legal rate of interest under Miss. Code Ann. § 75-17-1, or such lesser rate as may be the maximum permitted under applicable Mississippi law.

4.4 Taxes

All Fees are exclusive of applicable taxes. Customer shall be responsible for all sales, use, and similar taxes arising from this Agreement, except taxes on Vendor's net income. Vendor shall separately state applicable Mississippi sales tax on all invoices.

Note: Mississippi imposes a 7% sales tax on most software transactions, including canned software (regardless of delivery method), SaaS (if hosted in Mississippi), and custom software. See Section 3.3 Mississippi Tax Note.

4.5 Disputed Amounts

Customer may withhold any amount disputed in good faith, provided Customer: (a) pays all undisputed amounts when due; (b) delivers written notice identifying the disputed amount and basis for the dispute within [15] days of invoice receipt; and (c) cooperates to resolve the dispute promptly. Disputed amounts resolved in Vendor's favor shall accrue interest from the original due date.

4.6 Suspension for Non-Payment

Vendor may suspend performance upon [15] days' written notice if any undisputed amount remains unpaid more than [30] days past due and Customer fails to cure within the notice period.

5. IMPLEMENTATION AND ACCEPTANCE TESTING

5.1 Implementation

Vendor shall implement the Software in accordance with the implementation plan attached as Exhibit B or as set forth in the applicable Order Form. Customer shall provide reasonable cooperation, including access to systems, data, and personnel.

5.2 Acceptance Testing

(a) Customer shall conduct acceptance testing during the Acceptance Period to verify that the Software conforms in all material respects to the Specifications.

(b) If the Software fails to conform materially to the Specifications, Customer shall provide Vendor with written notice describing the non-conformity in reasonable detail before the Acceptance Period expires.

(c) Upon receipt of a non-conformity notice, Vendor shall use commercially reasonable efforts to correct the non-conformity and resubmit the Software for testing within [15] business days. Customer shall have an additional [15] business days to re-test.

(d) If Customer does not deliver written notice of non-conformity before expiration of the Acceptance Period, the Software shall be deemed accepted ("Acceptance").

5.3 Remedies for Non-Acceptance

If Vendor is unable to correct a material non-conformity after [two (2)] cure cycles, Customer may, as its sole remedy: (a) accept the Software with an equitable reduction in Fees; or (b) terminate the applicable Order Form and receive a full refund of all Fees paid for the non-conforming Software.

6. SUPPORT AND MAINTENANCE

6.1 Support Services

☐ Included — Vendor shall provide Support Services as described in Exhibit A (Support Terms) commencing upon Acceptance, in exchange for the Support Fees set forth in the Order Form.

☐ Optional — Support Services available under a separate support agreement.

6.2 Support Levels

If Exhibit A applies, Vendor shall provide the following minimum support:

6.3 Updates and Upgrades

(a) Vendor shall provide all Updates to Customer at no additional charge during the Support Term.

(b) Upgrades may be offered at Vendor's then-current pricing. Customer is not obligated to purchase Upgrades.

6.4 End of Life

Vendor shall provide at least [12] months' advance written notice before discontinuing Support Services for any version of the Software.

7. INTELLECTUAL PROPERTY

7.1 Vendor Ownership

As between the Parties, Vendor owns all right, title, and interest in and to the Software, Documentation, and all Intellectual Property Rights therein. Customer acquires only the License rights expressly granted in this Agreement.

7.2 Customer Data Ownership

As between the Parties, Customer owns all right, title, and interest in and to Customer Data. Vendor acquires no rights in Customer Data except the limited right to process Customer Data as necessary to perform its obligations under this Agreement.

7.3 Feedback

If Customer provides suggestions, enhancement requests, or other feedback regarding the Software ("Feedback"), Vendor may freely use such Feedback without restriction or obligation to Customer.

7.4 Source Code Escrow

☐ Applicable — Within [30] days after the Effective Date, Vendor shall deposit the source code for the Software with [________________________________] (the "Escrow Agent") under a three-party escrow agreement. Release conditions include: (a) Vendor's material breach that remains uncured for [60] days; (b) Vendor's insolvency, bankruptcy, or cessation of business; (c) Vendor's discontinuation of the Software without providing a successor product.

☐ Not Applicable

8. CONFIDENTIALITY

8.1 Definition

"Confidential Information" means all non-public information disclosed by one Party ("Discloser") to the other ("Recipient") that is designated as confidential or that a reasonable person would understand to be confidential, including the Software, source code, pricing, business plans, Customer Data, and the terms of this Agreement.

8.2 Obligations

Recipient shall: (a) use Confidential Information solely to exercise rights or perform obligations under this Agreement; (b) not disclose Confidential Information to any third party except to employees, agents, or contractors with a need to know who are bound by confidentiality obligations at least as protective as this Section; and (c) protect Confidential Information using at least the same degree of care it uses for its own confidential information, but not less than reasonable care.

8.3 Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was known to Recipient before disclosure; (c) is independently developed by Recipient without reference to the Confidential Information; or (d) is rightfully received from a third party without restriction.

8.4 Required Disclosures

Recipient may disclose Confidential Information to the extent required by law, regulation, or court order, provided Recipient gives Discloser prompt written notice (where legally permitted) and cooperates with Discloser's efforts to obtain protective treatment.

8.5 Trade Secrets

Information qualifying as a trade secret under the Mississippi Uniform Trade Secrets Act (Miss. Code Ann. §§ 75-26-1 et seq.) and/or the federal Defend Trade Secrets Act (18 U.S.C. § 1836 et seq.) shall be protected for so long as such information retains trade secret status, regardless of any time limitation in this Section.

8.6 Duration

Confidentiality obligations under this Section survive for [three (3) / five (5)] years after termination or expiration of this Agreement, subject to Section 8.5.

9. DATA PROTECTION AND SECURITY

9.1 Data Security Obligations

Vendor shall implement and maintain commercially reasonable administrative, physical, and technical safeguards to protect Customer Data from unauthorized access, use, or disclosure, consistent with industry standards.

9.2 Data Breach Notification — Mississippi

In the event of a breach of security involving Personal Information (as defined under Miss. Code Ann. § 75-24-29), Vendor shall:

(a) Notify Customer without unreasonable delay following discovery of the breach;

(b) Cooperate with Customer in providing notice to affected Mississippi residents as required under Miss. Code Ann. § 75-24-29;

(c) Provide Customer with sufficient information to enable Customer to comply with all applicable notification obligations;

(d) If the breach affects more than 5,000 Mississippi residents, cooperate with Customer in notifying nationwide consumer reporting agencies.

Mississippi Breach Notification Details: Miss. Code Ann. § 75-24-29 requires notice "without unreasonable delay" to Mississippi residents whose unencrypted Personal Information was or is reasonably believed to have been acquired by an unauthorized person. Personal Information includes name combined with SSN, driver's license number, state ID number, financial account numbers with access codes, or tribal identification card number. Notice may be delayed at the request of law enforcement. The Mississippi Attorney General may bring actions for actual damages, civil penalties, and injunctive relief.

9.3 Data Return and Destruction

Upon termination or expiration, Vendor shall, at Customer's election: (a) return all Customer Data in a commercially standard format; or (b) securely destroy all Customer Data and certify such destruction in writing within [30] days.

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 under the laws of its jurisdiction of formation;
(b) It has full power and authority to enter into and perform this Agreement;
(c) This Agreement constitutes a legal, valid, and binding obligation enforceable in accordance with its terms;
(d) Execution and performance of this Agreement does not conflict with any other agreement to which it is a party.

10.2 Vendor Warranties

Vendor further represents and warrants that:

(a) Performance Warranty. For a period of [90/180] days following Acceptance (the "Warranty Period"), the Software shall perform in all material respects in accordance with the Specifications;

(b) Non-Infringement. To Vendor's knowledge, the Software as delivered does not infringe any U.S. patent, copyright, trademark, or trade secret of any third party;

(c) Malicious Code. The Software, as delivered, does not contain any virus, worm, Trojan horse, or other malicious code;

(d) Professional Services. All services performed under this Agreement shall be performed in a professional and workmanlike manner by qualified personnel;

(e) Compliance. Vendor shall comply with all applicable laws in performing its obligations.

10.3 Customer Warranties

Customer represents and warrants that its use of the Software shall comply with all applicable laws and the license restrictions in Section 3.2.

11. WARRANTY DISCLAIMER AND LIMITATION

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 10, THE SOFTWARE AND ALL SERVICES ARE PROVIDED "AS IS." VENDOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THIS DISCLAIMER IS CONSPICUOUS AND IS MADE PURSUANT TO MISS. CODE ANN. §§ 75-2-316 AND 75-2-719. CUSTOMER ACKNOWLEDGES THAT IT HAS READ THIS DISCLAIMER AND AGREES TO BE BOUND BY ITS TERMS.

Mississippi UCC Note: Mississippi has adopted UCC Article 2 (Miss. Code Ann. §§ 75-2-101 et seq.). Courts may apply Article 2 to software transactions involving the transfer of a copy on tangible media. For electronically delivered or SaaS-model software, Article 2 applicability is less certain. This disclaimer is drafted to satisfy Article 2 requirements to the extent applicable. Mississippi applies a six (6)-year statute of limitations for UCC claims (Miss. Code Ann. § 75-2-725) — the longest in the nation — which the Parties may reduce by agreement to not less than one (1) year.

12. INDEMNIFICATION

12.1 Vendor IP Indemnity

Vendor shall defend, indemnify, and hold harmless Customer and its Affiliates, officers, directors, employees, and agents from and against any third-party claim that the Software, as delivered and used in accordance with this Agreement, infringes any U.S. patent, copyright, or trade secret (including claims under Miss. Code Ann. §§ 75-26-1 et seq.), and shall pay all finally awarded damages and reasonable attorneys' fees.

12.2 Exclusions

Vendor shall have no obligation under Section 12.1 for claims arising from: (a) Customer's modification of the Software; (b) combination of the Software with non-Vendor products; (c) use not in conformity with the Documentation; (d) Customer's continued use after Vendor provides a non-infringing alternative; or (e) Software provided to Customer's specifications.

12.3 Mitigation

If the Software is or is likely to become the subject of an infringement claim, Vendor may, at its option and expense: (a) obtain the right for Customer to continue using the Software; (b) replace or modify the Software to make it non-infringing while maintaining materially equivalent functionality; or (c) if neither (a) nor (b) is commercially practicable, terminate the affected License and refund to Customer a prorated portion of License Fees paid (straight-line depreciation over [3/5] years from Delivery).

12.4 Customer Indemnity

Customer shall defend, indemnify, and hold harmless Vendor from and against any third-party claim arising from: (a) Customer's breach of the license restrictions; (b) Customer Data; or (c) Customer's use of the Software in violation of applicable law.

12.5 Indemnification Procedure

The indemnified Party shall: (a) promptly notify the indemnifying Party of the claim; (b) grant the indemnifying Party sole control of the defense and settlement (provided no settlement imposes obligations on the indemnified Party without its consent); and (c) provide reasonable cooperation at the indemnifying Party's expense.

13. LIMITATION OF LIABILITY

13.1 AGGREGATE CAP. EXCEPT FOR (i) EITHER PARTY'S BREACH OF SECTION 8 (CONFIDENTIALITY); (ii) VENDOR'S INDEMNITY OBLIGATIONS UNDER SECTION 12; OR (iii) EITHER PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID AND PAYABLE BY CUSTOMER DURING THE [TWELVE (12)]-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13.2 CONSEQUENTIAL DAMAGES WAIVER. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.3 ESSENTIAL PURPOSE. THE LIMITATIONS IN THIS SECTION 13 SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED UNDER MISSISSIPPI LAW.

14. TERM AND TERMINATION

14.1 Term

☐ Perpetual License: This Agreement is effective as of the Effective Date and continues unless terminated in accordance with this Section.

☐ Term License: This Agreement is effective for [____] year(s) from the Effective Date, with automatic renewal for successive [one (1)]-year periods unless either Party provides written notice of non-renewal at least [60] days before the end of the then-current term.

☐ SaaS Subscription: The initial Subscription Term is [____] year(s), with automatic renewal for successive [one (1)]-year periods unless either Party provides written notice of non-renewal at least [30/60] days before the end of the then-current term.

14.2 Termination for Cause

Either Party may terminate this Agreement (or any affected Order Form) by written notice if:

(a) The other Party materially breaches this Agreement and fails to cure within [30] days after written notice;

(b) The other Party becomes insolvent, files for bankruptcy, makes an assignment for the benefit of creditors, or has a receiver appointed for substantially all of its assets.

14.3 Termination for Convenience

☐ Either Party may terminate this Agreement upon [90] days' prior written notice, subject to payment of all Fees accrued through the termination date.

☐ Not applicable.

14.4 Effects of Termination

Upon termination or expiration:

(a) All License rights granted hereunder shall immediately cease (except for perpetual licenses not terminated for Customer's breach);
(b) Customer shall cease all use of the Software and, at Vendor's request, certify destruction of all copies;
(c) Vendor shall comply with Section 9.3 regarding Customer Data;
(d) All accrued payment obligations survive termination;
(e) Sections 2, 7, 8, 9.3, 11, 12, 13, 15, and 16 survive termination.

Mississippi SOL Note: The statute of limitations for UCC Article 2 claims under Mississippi law is six (6) years from tender of delivery (Miss. Code Ann. § 75-2-725) — the longest UCC limitations period among all states. For breach of written contract, the limitations period is also six (6) years (Miss. Code Ann. § 15-1-29). The Parties may contractually reduce the UCC limitations period to not less than one (1) year.

15. DISPUTE RESOLUTION

15.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Mississippi, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.

15.2 Exclusive Jurisdiction

Subject to Section 15.3, the Parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in [Hinds County (Jackson) / Harrison County (Gulfport) / DeSoto County / ________________], Mississippi, and waive any objection to venue or inconvenient forum.

15.3 Arbitration (Optional)

☐ Applicable — Any dispute not resolved by good-faith negotiation within [30] days shall be submitted to binding arbitration administered by [AAA / JAMS] under its Commercial Arbitration Rules. The arbitration shall be conducted in [Jackson / Gulfport / ________________], Mississippi, by [one (1) / three (3)] arbitrator(s). Judgment on the award may be entered in any court of competent jurisdiction. The arbitrator(s) shall apply Mississippi substantive law.

☐ Not Applicable

15.4 Injunctive Relief

Each Party acknowledges that breach of Sections 3.2 (License Restrictions), 7 (Intellectual Property), or 8 (Confidentiality) may cause irreparable harm for which monetary damages are an inadequate remedy. Accordingly, either Party may seek injunctive or equitable relief in any court of competent jurisdiction without posting a bond, to the extent permitted under Mississippi law.

15.5 Jury Trial Waiver

EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY MISSISSIPPI LAW, ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. EACH PARTY ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO THE OTHER PARTY'S ENTERING INTO THIS AGREEMENT.

15.6 Attorneys' Fees

In any action to enforce this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing Party.

16. GENERAL PROVISIONS

16.1 Entire Agreement. This Agreement (including all Exhibits and Order Forms) constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous agreements, proposals, and representations regarding its subject matter.

16.2 Amendments. No amendment or modification is effective unless in writing and signed by authorized representatives of both Parties.

16.3 Waiver. No waiver of any provision is effective unless in writing. A waiver on one occasion shall not constitute a waiver on any other occasion.

16.4 Assignment. Neither Party may assign this Agreement without the other Party's prior written consent, except in connection with a merger, acquisition, or sale of substantially all of its assets, provided the assignee agrees in writing to be bound by this Agreement. Any impermissible assignment is void.

16.5 Severability. If any provision is held unenforceable, the remaining provisions shall remain in full force. The unenforceable provision shall be modified to the minimum extent necessary to make it enforceable while preserving the Parties' intent.

16.6 Notices. All notices shall be in writing and delivered by personal delivery, certified mail (return receipt requested), or nationally recognized overnight courier to the addresses set forth in Section 1 (or as updated in writing). Notice is deemed given upon receipt (personal delivery), two (2) business days after deposit with overnight courier, or five (5) business days after mailing.

16.7 Independent Contractors. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

16.8 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original. Electronic signatures are valid and enforceable pursuant to the Mississippi Uniform Electronic Transactions Act (Miss. Code Ann. §§ 75-12-1 et seq.) and the federal E-SIGN Act (15 U.S.C. § 7001 et seq.).

16.9 Force Majeure. Neither Party shall be liable for delay or failure to perform due to causes beyond its reasonable control, including acts of God, natural disaster, government action, labor disputes, or internet/telecommunications failures, provided the affected Party gives prompt written notice and uses commercially reasonable efforts to resume performance.

16.10 Export Compliance. Customer shall not export or re-export the Software in violation of U.S. export control laws, including the Export Administration Regulations (15 C.F.R. Parts 730–774).

16.11 Publicity. Neither Party shall use the other Party's name, logo, or trademarks in any marketing or promotional materials without prior written consent.

16.12 Construction. Headings are for convenience only and do not affect interpretation. "Including" means "including without limitation." This Agreement shall not be construed against the drafter.

17. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have caused this Software Sales Agreement to be executed by their duly authorized representatives as of the Effective Date.

EXHIBIT A — SUPPORT AND MAINTENANCE TERMS

1. Scope of Support. [________________________________]

2. Support Hours. [________________________________]

3. Support Channels. ☐ Phone ☐ Email ☐ Online Portal ☐ On-Site

4. Service Level Targets.

5. Escalation Procedures. [________________________________]

6. Support Fees. $[________________________________] per [month / quarter / year]

7. Support Term. Commencing on Acceptance and continuing for [____] year(s), with automatic renewal for successive [one (1)]-year periods unless either Party provides [60] days' written notice of non-renewal.

EXHIBIT B — IMPLEMENTATION PLAN

1. Project Milestones.

2. Customer Responsibilities. [________________________________]

3. Vendor Resources. [________________________________]

4. Change Orders. Any changes to the implementation scope shall be documented in a written change order signed by both Parties, specifying the impact on schedule and Fees.

EXHIBIT C — SERVICE LEVEL AGREEMENT (SaaS Only)

☐ Applicable ☐ Not Applicable

1. Uptime Commitment. Vendor shall maintain Software availability of [99.5% / 99.9%] measured [monthly / quarterly], excluding scheduled maintenance windows.

2. Scheduled Maintenance. Vendor shall provide at least [48] hours' advance notice of scheduled maintenance. Maintenance windows: [________________________________].

3. Uptime Calculation. Uptime = (Total minutes in measurement period - Downtime minutes) / Total minutes in measurement period x 100.

4. Service Credits.

5. Credit Request. Customer must request service credits in writing within [30] days of the end of the affected measurement period.

EXHIBIT D — DATA PROCESSING AND SECURITY ADDENDUM

1. Data Processing. Vendor shall process Customer Data only as necessary to perform its obligations under this Agreement and in accordance with Customer's documented instructions.

2. Security Standards. Vendor shall maintain the following security measures: [________________________________]

3. Subprocessors. Vendor shall not engage subprocessors to process Customer Data without Customer's prior written consent. A list of current subprocessors is attached or available at [________________________________].

4. Mississippi Data Breach Obligations. In the event of a breach involving Personal Information (as defined in Miss. Code Ann. § 75-24-29), Vendor shall comply with the notification requirements set forth in Section 9.2 of this Agreement.

5. Audit Rights. Customer may, upon [30] days' prior written notice and no more than [once] per calendar year, audit Vendor's compliance with this Exhibit, subject to reasonable confidentiality safeguards.

6. Data Location. Customer Data shall be stored and processed in: ☐ United States only ☐ Locations specified in Order Form ☐ No restriction

PRE-EXECUTION CHECKLIST

☐ All [PLACEHOLDER] fields completed with transaction-specific information
☐ License type selected (Perpetual / Term / SaaS)
☐ Order Form(s) prepared and attached
☐ Applicable Exhibits completed (A through D)
☐ Mississippi sales tax implications reviewed (7% rate applies broadly to software)
☐ Mississippi-licensed attorney has reviewed and approved
☐ Authorized signatories confirmed for both Parties
☐ Source code escrow determination made (Section 7.4)
☐ Data security requirements documented (Exhibit D)
☐ 6-year UCC statute of limitations considered (reduction clause if desired)