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This Agreement is made on [date]

Parties

1. 1

   [insert name of supplier], a Company incorporated in [England and Wales] under number [insert registered number] whose registered office is at [insert address] (Supplier); and

1. 2

   [insert name of customer], a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at [insert address] (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 Customer wishes to procure software, [hardware], software configuration and development services, installation services and other related services.

   1. (B)

      The Customer has agreed to procure the Services from the Supplier and the Supplier has agreed to provide the Services to the Customer on the terms and conditions of this Agreement.

The parties agree as follows:

1. 1. 1

      Definitions and Interpretation

      1. 1.1

         In this Agreement the following terms have the following meanings:

         Acceptance

         1. •

            means that:

            1. (a)

               the Customer confirms in writing that the Software has passed or is deemed to have passed the relevant Software Acceptance Tests; and/or

            2. (b)

               the Supplier confirms in writing that the