This Agreement is made as of day-month-year, between XYZ, Inc ("Client"), an individual or corporation, and Comtech Electronics, Inc ("COMTECH"), a Florida Corporation.

The following definitions shall apply for purposes of this Agreement:

1. "Work Product" means all programs, systems, data and materials, in whatever form, first produced or created by or for COMTECH as a result of, or related to, performance of work or services under this Agreement.
2. "Background Technology" means all programs, systems, data and materials, in whatever form, that do not constitute Work Product and are:
• Included in, or necessary to, the Work Product; and
• owned either solely by COMTECH or licensed to COMTECH with a right to sublicense.

COMTECH agrees to perform the following services for Client: Describe the project and reference attachments or Exhibits that include the agreed specifications.

Upon acceptance of the quote for services, and as compensation in full for all work and services to be performed under this Agreement, including any grant of rights and licenses to Client's Work Product, COMTECH shall be paid $total amount of contract in the following manner as indicated below and upon receipt of such invoices as provided:

1. The Client will pay 1/3rd of the total quoted cost, less the amount paid previously to produce the quote; such payment will also indicate acceptance of the Agreement by both parties.
2. The Client will then pay an additional 1/3rd at the delivery of the first article of the instrument, with any comments included.
3. The final 1/3rd will be paid within 10 days of the approval of the documentation set for the instrument.

COMTECH shall submit invoices for all services rendered. Client shall pay the amounts agreed to herein upon receipt of such invoices.

COMTECH is an independent contractor, and neither COMTECH nor COMTECH's staff is, or shall be deemed, Client's employees. In its capacity as an independent Contractor, COMTECH agrees and represents, and Client agrees, as follows:

1. COMTECH has the right to perform services for others during the term of this Agreement subject to non-competition provisions set out in this Agreement, if any.
2. COMTECH has the sole right to control and direct the means, manner and method by which the services required by this Agreement will be performed.
3. COMTECH has the right to perform the services required by this Agreement at any place or location and at such times as COMTECH may determine.
4. COMTECH will furnish all equipment and materials used to provide the services required by this Agreement, except to the extent that COMTECH's work must be performed on or with Client's computer or existing software.
5. Client shall not withhold from COMTECH's compensation any amount that would normally be withheld from an employee's pay (state or federal taxes, social security, etc.)

1. COMTECH agrees that the Work Product is Client's sole and exclusive property. COMTECH shall treat the Work Product on a confidential basis and not disclose it to any third party without Client's written consent. COMTECH shall be relieved of this confidentiality obligation if and when Client discloses the Work Product without any restriction upon further disclosure.
2. During the term of this Agreement and one year afterwards, COMTECH will not use or disclose to others without Client's written consent Client's confidential information, except when reasonably necessary to perform the services under this Agreement. "Confidential information" is limited to:
• Any written or tangible information stamped "confidential," "proprietary" or with a similar legend, and any information that is disclosed orally or in intangible form that is represented as "confidential" by the Client; and
• Any written or tangible information not marked with a confidentiality legend, or information disclosed orally to COMTECH that is treated as confidential when disclosed and later summarized sufficiently for identification purposes in a written memorandum marked "confidential" and delivered to COMTECH with 30 days after the disclosure.
3. COMTECH shall have no obligation not to disclose or use any information that:
• was in COMTECH's possession or known to COMTECH, without an obligation to keep it confidential, before such information was disclosed to COMTECH by Client,
• is or becomes public knowledge through a source other than COMTECH and through no fault of COMTECH,
• is independently developed by or for COMTECH
• is disclosed by Client to others without any restriction on use and disclosure, or
• is or becomes lawfully available to COMTECH from a source other than the Client.
4. Client acknowledges and agrees that the confidentiality restrictions contained in this Agreement shall not apply to the general knowledge, skills and experience gained by COMTECH while engaged by Client.
5. COMTECH will not disclose to Client information or material that is a trade secret of any third party.
6. The provisions of this clause shall survive any termination of this Agreement.

This Agreement will become effective on the date indicated in the introductory paragraph of this Agreement, and will remain in effect for one year from such date or until terminated as set forth in the section of this Agreement entitled "Termination of Agreement."

Any subsequent written Agreements between both parties will supersede this Agreement.

1. Each party has the right to terminate this Agreement if the other party has materially breached any obligation herein and such breach remains uncured for a period of 30 days after notice thereof is sent to the other party.
2. If at any time after commencement of the services required by this Agreement, Client shall, in its sole reasonable judgment, determine that such services are inadequate, unsatisfactory, no longer needed or substantially not conforming to the descriptions or representations contained in this Agreement, Client may terminate this Agreement upon 30 days' written notice to COMTECH.
3. Upon termination of this Agreement for any reason, each party shall be released from all obligations and liabilities to the other occurring or arising after the date of termination. However, any termination of this Agreement shall not relieve Client from the obligation to pay COMTECH for services rendered prior to receipt of the notice of termination and for work performed or hours reserved for Client during the 30-day termination notice period.

Upon termination of this Agreement, each party shall promptly return to the other all data, materials and other property of the other held by it.

COMTECH warrants and represents that:

1. COMTECH will not knowingly infringe upon any copyright, patent, trade secret or other property right of any former client, employer or third party in the performance of the services required by this Agreement.
2. COMTECH has not granted any rights or licenses to any intellectual property or technology that would conflict with COMTECH's obligations under this Agreement.
3. Client's Warranty: Client represents, warrants and covenants that it will not and shall not
• infringe any common law, contractual or statutory rights of any person, firm or corporation, including but not limited to copyright rights, trademark rights, trade secret rights, rights of privacy, and rights of publicity; or
• contain matter which is or might be defamatory or which depicts any person, firm or corporation in a false light. Client agrees it shall indemnify, defend and hold COMTECH harmless from any and all claims, actions, liabilities, and expenses, including attorney's fees and costs, arising from:
• a breach of Client's Warranty;
• any litigation involving a cause of action which, if proved, would imply or require a finding of a breach of Client's Warranty; and
• any demand, litigation (threatened or actual) or other process made or brought by a third party which alleges that the Client's Products infringe common law, contractual or statutory rights, as described in this paragraph, or is defamatory or false light matter, as described above in this paragraph.
4. COMTECH will warrant that all parts supplied in the course of this Agreement will be new and free of defects for a period of 90 days from the date of acceptance by the Client.

THE WARRANTIES AND REPRESENTATIONS SET FORTH IN THIS CLAUSE ARE THE ONLY WARRANTIES GRANTED BY COMTECH WITH RESPECT TO THE SOFTWARE OR SERVICES FURNISHED THERE UNDER. COMTECH DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY ORAL OR WRITTEN REPRESENTATIONS, PROPOSALS OR STATEMENTS MADE PRIOR TO THIS AGREEMENT.

COMTECH agrees to indemnify and hold harmless Client against all losses and liabilities arising out of or resulting from all injuries or death or damage to property, including theft on account of performance of work or services by pursuant to this Agreement.

Except for the right of COMTECH to bring suit on an open account for simple monies due COMTECH, any dispute arising under this Agreement shall be resolved through a mediation-arbitration approach. The parties agree to select a mutually agreeable, neutral third party to help them mediate any dispute that arises under the terms of this Agreement. If the mediation is unsuccessful, the parties agree that the dispute shall be decided by binding arbitration under the rules of the American Arbitration Association. The decision of the arbitrators shall be final and binding on the parties and may be entered and enforced in any court of competent jurisdiction by either party. The parties shall share costs and fees associated with the mediation equally. The prevailing party in the arbitration proceedings shall be awarded reasonable attorney fees, expert witness costs and expenses, and all other costs and expenses incurred directly or indirectly in connection with the proceedings, unless the arbitrators shall for good cause determine otherwise.

1. This Agreement is the sole and entire Agreement between the parties relating to the subject matter hereof, and supersedes all prior understandings, agreements and documentation relating to such subject matter. Any modifications to this Agreement must be in writing and signed by both parties.
2. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will continue in full force without being impaired or invalidated in any way-
3. The laws of the State of Florida will govern this Agreement.
4. All notices and other communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, or five days after being deposited in the United States mails, postage prepaid and addressed as follows, or to such other address as each party may designate in writing:
• Client:  XYZ, Inc - Address 1 - Address 2 - City, State, Zip
• Independent Contractor: Comtech Electronics, Inc - 2630 NW 41st Street - Mailstop D1 - Gainesville, FL 32606
5. This Agreement does not create any agency or partnership relationship.
6. This Agreement is not assignable by either party without the prior written consent of the other.

XYZ, Inc

By: _______________________________Title: ________________________ Date: _________________ (Typed or Printed Name)

Comtech Electronics, Inc.

By: _______________________________ Title: _______________________ Date: _________________ (Typed or Printed Name)