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@ -27,7 +27,31 @@ C. Client desires to engage Developer to perform such software development and
## ARTICLE 1: DEFINITIONS
*(Optional: Add definitions for key terms used throughout the agreement if needed for clarity, e.g., "Acceptance Criteria," "Deliverables," "Sprint," "Intellectual Property," etc.)*
For the purposes of this Agreement, the following terms shall have the meanings ascribed to them below:
1.1 **"Acceptance Criteria"** means the specific, measurable criteria defined in this Agreement or mutually agreed upon test plans, which the System must meet to be formally accepted by the Client.
1.2 **"Agile"** refers to the iterative and incremental software development methodology described in Section 2.2.
1.3 **"Confidential Information"** has the meaning set forth in Article 10.
1.4 **"Deliverables"** means the specific items, including software code, documentation, reports, and training materials, that Developer is obligated to provide to Client under this Agreement, as further detailed in Section 4.3.
1.5 **"Intellectual Property"** means any and all patents, copyrights, trademarks, trade secrets, database rights, design rights, and other proprietary rights, whether registered or unregistered.
1.6 **"LMS"** or **"System"** means the custom Learner Management System software to be developed and implemented by Developer for Client pursuant to this Agreement.
1.7 **"OPAQUE"** refers to the Oblivious Pseudo-Random Function (OPRF) based Asymmetric Password-Authenticated Key Exchange protocol intended for user authentication within the System.
1.8 **"PAKE"** means Password-Authenticated Key Exchange, a class of cryptographic protocols allowing two parties to establish a shared cryptographic key based on a user's password without transmitting the password itself. OPAQUE is a type of PAKE protocol.
1.9 **"Services"** means the software design, development, implementation, testing, training, documentation, and delivery services related to the System to be performed by Developer under this Agreement.
1.10 **"Sprint"** means a time-boxed iteration (typically 2-4 weeks) within the Agile development process during which a defined amount of work is completed and made ready for review.
1.11 **"Source Code"** means the human-readable programming language instructions used to create the System software.
1.12 **"UAT"** means User Acceptance Testing, the process by which Client validates that the System meets the agreed-upon requirements and Acceptance Criteria.
## ARTICLE 2: SCOPE OF SERVICES