This agreement is made on [insert date] (the Commencement Date) between the following:

Parties

1. 1

   [insert supplier name] a company incorporated in England and Wales whose registered number is [insert company number] and whose registered office is at [insert registered office] (the Supplier); and

1. 2

   [insert customer name] a company incorporated in England and Wales whose registered number is [insert company number] and whose registered office is at [insert registered office] (the Customer),

each of the Supplier and the Customer being a party and together the Supplier and the Customer are the parties.

Background

1. 1. (A)

      The Supplier is [insert Supplier’s background details and the background to the relevant transaction].

      The Customer is [insert Customer’s background details].

   1. (B)

      The Supplier wishes to develop certain Software (as defined below) and the Customer wishes to engage the Supplier to develop the same on the terms of this Agreement.

The parties agree:

1. 1. 1

      Definitions and interpretation

      1. 1.1

         Words shall have the meanings given to them in this Agreement, including without limitation as set out below:

         Acceptance or Accepted

         1. •

            means in relation to any Software successful completion of the Acceptance Tests or deemed acceptance in accordance