"Application Software" means, collectively, the Client Facility Server Application, Client Authentication Application and any other software module, component, routine or source code developed by Developer hereunder.

"Client Authentication Application" means the software subsystems, systems components and applications executing on Client kiosks and authentication hardware configuration necessary to provide authentication and processing of Client subscribers at security checkpoints.

"Client Facility Server Application" means the software subsystems, systems components and applications necessary to provide the operational functionality supporting Client RT operations.

"Client Solution" means, collectively, all of the software applications, automated systems, communication facilities and interfaces that comprise the operational environment supporting Client operations in facilities, enrollment centers, customer service centers, internet portals and other service delivery points.

Pursuant to the terms and conditions of this Agreement, Developer agrees to use its best efforts to provide the services and complete the work agreed upon and described herein, in order to deliver the Application Software, including user and technical documentation thereto, as described in Exhibit 1 (Project Description/Statement of Work) attached hereto. Client reserves the right to modify the Project Description/Statement of Work from time to time during the term hereof upon reasonable notice to Developer.

Developer shall develop the technical design for the Application Software (the "System Design Specification") in consultation with Client and using the Agile process and other development tools described in Exhibit 2 (Development Tools). The System Design Specification shall include hardware and software specifications; performance specifications; a narrative description of the system; a description of all input data (such as type, size, range of expected values, and relationship to other data); a description and pictures of all screens, including sequence diagrams; and definitions and descriptions of all outputs and reports to be generated and the process for generating them. Developer shall deliver the completed System Design Specification to Client no later than Design delivery period after the Effective Date. Client shall have Design approval period after receipt thereof to accept or reject the System Design Specification in writing. If Client rejects the System Design Specification, Client shall specify in writing the grounds for rejection and Developer shall use its best efforts to correct the design within Design correction period after notice of rejection. If Client rejects the System Design Specification a second time, Client shall have the option to repeat the procedure in this subsection or terminate this Agreement in accordance with Section (9.c) (Termination for Cause).

Developer agrees to use the software development tools, integrated development environments, software development kits and other development aids specified by Client (the "Development Tools"), to develop the Application Software. A list of the Development Tools as of the Effective Date is set forth in Exhibit 2 (Development Tools) attached hereto. Client reserves the right to modify the Development Tools from time to time during the term hereof, upon reasonable notice to Developer.

Developer agrees to provide its personnel with the personal computer systems, application programs, and network infrastructure necessary for each individual to discharge their tasks and responsibilities necessary to complete the Application Software. Developer further agrees that the costs of these items are included in the billing rates for each Developer employee provided under this Agreement and that Developer is responsible for all costs therefor. Client agrees to provide all hardware, operating system software, third party application software and other system components and network infrastructure necessary to support the development and deployment of the Application Software including development servers, source code repositories, deployment systems, kiosk configurations and other hardware and software components necessary to implement the Application Software in the Client operational environment.

Both parties shall designate a project manager to serve as the main point of contact between the parties (the "Developer Project Manager" and the "Client Project Manager", respectively). The scope of the services provided by Developer and conduct of the Developer personnel engaged in the provision of services that is not specifically outlined in this Agreement must be coordinated with and assented to by the Client Project Manager at all times.

Developer will use its best efforts to ensure the continuity of Developer employees assigned to perform the services hereunder.

Developer will submit to Client a written status report describing its activities during the preceding Status report period period, including the current status of activities (with an explanatory narrative when appropriate). The precise content and format of the status report shall be determined by the parties.

Developer personnel shall observe and comply with Client's reasonable and standard security procedures, rules, regulations and policies.

If any Developer personnel performing services hereunder is, in Client's reasonable discretion, determined to be unacceptable to Client for any reason, Developer agrees, upon written notice from Client, to expeditiously remove such individual from the project and assign an acceptable substitute person, in a reasonably expeditious manner, to fulfill the obligations of the individual so removed.

Unless otherwise agreed to in writing, neither party shall solicit the other party's personnel for employment during the term of this Agreement and for a period of Non-solicitation period thereafter.

Developer agrees and represents that it is an independent contractor and neither Developer nor Developer's employees are agents or employees of Client for federal tax purposes or for any other purpose whatsoever. Developer personnel are not entitled to any employee benefits provided by Client. Developer assumes sole and complete responsibility for any and all acts of Developer employees. Developer and its employees have no authority to make commitments or enter into contracts or binding agreements of any kind on behalf of Client, or otherwise obligate Client in any manner whatsoever. Developer is solely responsible for the compensation of all Developer employees assigned to perform services hereunder, including the payment of worker's compensation, disability, wages and benefits, providing unemployment and other similar insurance, and withholding income and other taxes as required by law.

The parties agree that Client is the rightful and exclusive owner of all Work Product. "Work Product" means the materials, software, tools, data, inventions, works of authorship and other innovations of any kind, including, without limitation, any deliverables under the Project Description/Statement of Work, and any improvements or modifications to Client proprietary computer software programs or related materials that Developer may make, conceive, develop or reduce to practice, alone or jointly with others, in the course of performing the services hereunder or as a result of providing such services, whether or not eligible for patent, copyright, trademark, trade secret or other legal protection, and any and all related patents, patent applications, trademarks, copyrights, trade secrets, and other proprietary rights. Developer further agrees that since Client is the rightful owner of all Work Product created under this Agreement, Developer agrees not to use any software developed hereunder in any software development work which Developer performs for any other party.

Developer hereby grants and assigns to Client all right, title and interest to all Work Product created hereunder, except as otherwise provided in subsection d (Existing Technology) below. Nothing in this Agreement or otherwise shall be construed to prevent Developer from using general know-how, expertise, skill and understanding possessed prior to or gained during the course of performing the services hereunder.

Developer agrees that upon completion or termination of this Agreement, for whatever cause and without regard to whether all Application Software has been completed or accepted, one copy of all Work Product, including notebooks, data, information, source code, object code and technical documentation, and other material acquired or compiled by Developer related to the services provided and the Application Software, shall be delivered to Client.

Developer agrees to assist Client, without compensation, in any reasonable manner, in the procurement, for Client's benefit, of patent, copyright, trademark and other proprietary rights in the Work Product in any and all countries. Developer agrees to execute, when reasonably requested by Client, copyright or other similar applications or assignments as may be necessary to protect the rights granted to Client hereunder. Developer will obtain for Client execution of any such applications or assignments from any employee of Developer who develops any Work Product hereunder.

In the event that Client is unable for any reason to obtain Developer's or Developer's employee's signature on any document lawful or necessary for any purpose set forth in this subsection, including but not limited to those required to apply for, or execute patent, copyright, trademark or similar applications or assignments deemed necessary by Client to carry out the purpose of this Agreement, Developer hereby irrevocably designates and appoints each of Client and its duly authorized officers and agents as Developer's agent and Developer's attorney-in-fact to execute and file any such application, assignment or document and do all other lawfully permitted acts to further the procurement of patents, copyrights, trademarks and other proprietary rights with the same legal force and effect as if executed and delivered by Developer. Developer represents and warrants that it has or will have appropriate agreements with its employees and subcontractors necessary to fully effect the provisions of this Section 5. All fees, including attorneys' fees and government agency fees, and all other expenses incurred in the procurement, maintenance, or protection of any intellectual property rights by Client in the Work Product will be borne solely by Client.

Developer owns, has developed, has acquired, or has obtained exclusive license rights to certain software, know-how, and trade secrets, and all intellectual property rights therein, prior to or independent of this Agreement (the "Developer Background Technology") that Developer deems proprietary. Developer shall retain all rights and ownership in all the Developer Background Technology. To the extent that any Work Product under this Agreement infringes Developer's rights to the Developer Background Technology, Developer grants to Client a perpetual, royalty-free, non-exclusive, sub-licensable and irrevocable right and license to use, modify, and copy such Developer Background Technology. Any such license with respect to the Developer Background Technology shall be limited solely to Client's RT Program, as set forth in this Agreement, and Client may not use the Developer Background Technology for any other program or purpose.

If Client, in its sole discretion, determines not to apply for a patent on any of the Work Product developed by Developer during the course of this Agreement, Developer may request Client's permission to patent such work product at Developer's sole expense. In the event Client desires to grant Developer such permission to pursue a patent on the work product developed hereunder, the terms and conditions under which Developer may pursue such a patent shall be set forth in a separate agreement between the parties.

Developer covenants that the services provided by it hereunder will be of the highest professional quality and conform to all generally accepted practices governing the design and development of application software of the same general nature and complexity.

Developer further covenants that Developer shall not knowingly introduce through any means, any virus, worm, trap, trap door, back door, or any contaminant or disabling devices, including, but not limited to, timer, clock, counter, or other limiting codes, commands, or instructions intended to damage or disable ("Harmful Code") the Application Software or any Client data or other intellectual property used by Client. In the event Developer introduces such Harmful Code, Developer shall immediately, and at Developer's sole expense, replace and install all copies of the Application Software containing the Harmful Code.

Notwithstanding anything else contained in this Agreement, the covenants and warranties in this Section 6 shall be deemed to be a warranty for current and future performance and shall continue until and for so long as Developer is engaged to provide services to Client with respect to the Application Software developed hereunder, including the maintenance and enhancement thereof. For the purpose of any applicable statute of limitation or statute of repose, discovery of the breach of this warranty shall be deemed to have been made when Client first becomes aware of such breach.

Client shall pay Developer fees for the services rendered hereunder by Developer employees. The applicable fees and payment terms are set forth in Exhibit 3 (Payment Terms) attached hereto. Unless otherwise agreed upon by the parties in writing, in no event shall any fees exceed the fees as they are set forth in Exhibit 3 (Payment Terms).

Client shall reimburse Developer for any Client-approved out-of-pocket expenses incurred by Developer in accordance with the payment terms set forth in Exhibit 3 (Payment Terms). Developer shall not mark-up or charge a premium for any out-of-pocket expenses necessary to support Developer's duties and responsibilities hereunder.

Client is responsible for paying all taxes levied in connection with the fees and expenses due Developer, exclusive of any taxes based on Developer's income, which shall be paid solely by Developer. Client agrees to either pay any tax for which it is responsible directly or to reimburse Developer upon receipt of proof of payment by Developer.

Developer will use all commercially reasonable efforts to maintain complete and accurate accounting records in connection with the services performed and materials provided hereunder, in accordance with generally accepted accounting principles, to substantiate its charges under this Agreement (the "Records"). Client shall have the right to appoint an independent certified public accountant (the "Accountant") to inspect the Records in order to verify the amounts billed to Client (an "Audit").Client may conduct a maximum of Audits per year Audit(s) per year. Client shall provide reasonable prior notice of all Audits, which shall be conducted during regular business hours and at Client's sole expense.

Any Accountant appointed to conduct an Audit shall not be compensated based on the results of the Audit. The appointment of any Accountant shall be subject to acceptance by Developer (which acceptance shall not be unreasonably withheld). The Accountant shall hold all Developer information obtained during an Audit in strict confidence and shall not disclose any confidential information obtained during any Audit to any third person or entity, unless (i) to report to Client Developer's non-compliance with the terms of this Agreement; (ii) it is necessary to establish Developer's non-compliance with the terms of this Agreement in a legal or other proceeding, or (iii) Developer provides prior written consent approving the disclosure. The terms of this provision shall survive the termination of this Agreement for a period of Record retention period.

Developer represents and warrants that:

Furthermore, except as set forth in Section (5.e), Developer warrants and represents that it shall not use any Work Product which it develops for Client hereunder in the use and development of any software and software code for any other RT service provider or Client competitor.

Any warranty in this Agreement shall not apply to: (i) altered or damaged Application Software unless altered or damaged by Developer, (ii) Application Software any portion of which is incorporated by Client with, or into, any derivative work or other software without the assistance of Developer, or (iii) if the Application Software is subjected to misuse, negligence or abuse by Client.

This Agreement shall commence as of the Effective Date and shall continue in full force and effect thereafter until (i) all services required under Exhibit 1 (Project Description/Statement of Work) have been completed, (ii) the Application Software has been developed and accepted by Client, or (iii) until terminated as provided below.

Client may terminate this Agreement for any reason upon Termination without cause period written notice to Developer.

In the event of any material breach of this Agreement by either party, the non-breaching party may terminate this Agreement immediately by providing written notice to the other party.

Upon termination of this Agreement by either party, each party shall turn over to the other party all of the other party's material, property and Confidential Information, in addition to any other deliverables required upon termination by this Agreement. Sections 1. (Definitions), 5. (Ownership), 7. (Fees and Terms of Payment), 8. (Representations and Warranties), 10. (Indemnification), 11. (Confidential Information), 12. (Advertising), 13. (Governing Law; Interpretation; Severability), 14. (Insurance), 17. (Notices), 18. (Entirety) and 19. (Employee Non-Competition) shall survive termination.

If this Agreement is terminated under either Section (9.b) or (9.c) by Client, Developer shall, within Final invoice period business days of receipt of the notice of termination submit a final invoice to Client in accordance with Exhibit 3 hereof, which invoice shall be paid by Client in accordance with the provisions of Exhibit 3.

Developer will, at its own expense, defend and/or handle any claim or action against Client based on a claim that the Application Software and/or any deliverables furnished to Client pursuant to this Agreement infringe or are alleged to infringe any U.S. patent, copyright, intellectual or industrial property right or any other similar right including, but not limited to, misappropriation of trade secrets. Notwithstanding the foregoing, Developer shall not be liable for any liabilities, losses, damages, costs and expenses, including attorney's fees, under its indemnification obligation if it is shown that Developer's infringement was not willful or grossly negligent, after Developer conducted reasonable diligence. As a condition to Developer's obligations in this Section 10, Developer shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement; provided, however, that Client may participate, at its expense, in such defense or negotiations to protect its interests. As a condition to the foregoing, Client must promptly notify Developer in writing of any claim or action occurring hereunder, and cooperate with, and provide all available information, assistance and authority to Developer to defend or settle the action.

If any of the Application Software is, or in the opinion of Developer is likely to become, the subject of a claim, suit or proceeding of infringement, Developer may in its sole discretion (a) procure, at no cost to Client, the right to continue using the Application Software; (b) replace or modify the Application Software to render it non-infringing, provided there is no material loss of functionality; or (c) if, in Developer's reasonable opinion neither (a) nor (b) above are commercially feasible, terminate this Agreement and refund the amounts paid by Client for the Application Software.

The foregoing obligations of Developer under Sections (10.a) and (10.b) shall not apply with respect to the Application Software or software programs portions or components thereof (i) if not supplied by Developer; (ii) which are modified by Client, or a party other than Developer working for Client unless so authorized by Developer, if the alleged infringement relates to such modifications; or (iii) combined with other software or hardware not provided by Developer. Developer agrees to give Client prompt notice of any such claim or action that could have an adverse impact on Client's use or possession of the Application Software.

Each party agrees to regard and preserve as confidential all technical, financial and business information related to the business and activities of the other party (the "Disclosing Party"), that may be obtained by such party (the "Receiving Party") from any source or may be developed as a result of this Agreement ("Confidential Information" of the Disclosing Party). The Receiving Party agrees to hold such information in trust and confidence for the Disclosing Party and not to disclose such Confidential Information to any person, firm or enterprise, or use, directly or indirectly, any such Confidential Information for its own benefit or the benefit of any other party, unless otherwise authorized in writing by the Disclosing Party, and even then, to limit access to and disclosure of such Confidential Information to the Receiving Party's employees on a need-to-know basis only.

Confidential Information shall not be considered confidential if such information is: (i) already known by the Receiving Party free of any restriction at the time it is obtained as evidenced by written records of the Receiving Party; (ii) subsequently learned by the Receiving Party from an independent third party having the right to make such disclosure, free of any restriction; or (iii) becomes available publicly by means other than a wrongful act of the Receiving Party.

Each party acknowledges and agrees that, in the event of a breach or threatened breach of any of the foregoing provisions, the other party will have no adequate remedy in damages and, accordingly, shall be entitled to injunctive relief against such breach; provided, however, that no specification of a particular legal or equitable remedy shall be construed as a waiver, prohibition or limitation of any other legal or equitable remedies in the event of a breach hereof.

Developer agrees to obtain and maintain adequate worker's compensation, disability, unemployment insurance and other similar insurance for all Developer employees performing services under this Agreement, unless otherwise agreed to by the parties in writing. Developer agrees to obtain and maintain comprehensive general liability and vehicular liability insurance for claims for damages because of bodily injury (including death) and property damage caused by or arising out of acts or omissions of Developer employees. The minimum limits of such insurance shall be General liability limit for each person, General liability per accident for each accident involving bodily injury and General liability property damage for each accident. Each such policy shall name Client as a co-insured and additional loss payee and shall provide for at least Insurance cancellation notice written notice in the event of any modification or cancellation. Developer will also notify Client at least Insurance modification notice in advance if Developer desires to modify or cancel any such insurance. Upon request, Developer will furnish Client with certificates of insurance to evidence its compliance with the provisions hereof.

Developer shall also obtain and maintain an insurance policy or policies covering errors and omissions, product liability and property damage which shall include Client as a named insured.