Addendum Signatures Agreement

ADDENDUM SIGNATURES AGREEMENT

This Addendum Signatures Agreement ("Addendum") is entered into as of the date set forth below by and between Party A: with principal address at , and Party B: with principal address at .

RECITALS

WHEREAS, the parties previously entered into a written agreement titled dated (the "Original Agreement");

WHEREAS, the parties desire to add or confirm authorized signatories, execution procedures, and certain administrative terms related to signature pages and execution copies of the Original Agreement; and

WHEREAS, the parties wish to memorialize the foregoing as an addendum to the Original Agreement and agree that, except as expressly modified hereby, the Original Agreement remains in full force and effect.

SCOPE OF WORK

PAYMENT TERMS

Total Fee for Addendum Services: $

Late Payment Fee: percent per month on any undisputed amount overdue beyond the applicable due date.

TERM AND TERMINATION

This Addendum shall be effective as of the Effective Date: and shall remain in effect until unless earlier terminated in accordance with this Section.

Either party may terminate this Addendum for convenience upon written notice to the other party delivered at least days prior to the intended termination date. Termination will not relieve either party of obligations accrued prior to termination.

CONFIDENTIALITY

Each party acknowledges that in connection with the performance and administration of this Addendum it may receive Confidential Information of the other party. "Confidential Information" means nonpublic information disclosed in any form that is identified as confidential or that ought reasonably to be treated as confidential under the circumstances. Each recipient shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely for purposes of performing under this Addendum; and (c) not disclose Confidential Information to any third party except to its employees, agents or contractors who have a need-to-know and who are bound to confidentiality obligations at least as protective as those herein. Confidential Information does not include information that is: (i) or becomes generally available to the public through no wrongful act of the recipient; (ii) rightfully received from a third party without breach of obligation; or (iii) independently developed by the recipient without use of the discloser's Confidential Information. Upon written request or termination, recipient shall promptly return or destroy Confidential Information and certify such return or destruction.

GOVERNING LAW

This Addendum shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

MISCELLANEOUS

Entire Agreement: This Addendum, together with the Original Agreement (as modified hereby), constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter. Any conflicting or additional terms in purchase orders, acknowledgments, or other documents are void and of no effect.

Amendments; Waiver: No amendment, modification or waiver of any provision of this Addendum shall be effective unless in writing and signed by authorized representatives of both parties. No waiver shall be implied by course of performance or failure to enforce any right.

Counterparts and Electronic Signatures: This Addendum may be executed in counterparts, each of which is an original and all of which together constitute one instrument. Signatures transmitted by facsimile, electronic image or other electronic means intended to preserve the original graphic and pictorial appearance of a signature are binding and have the same force and effect as original signatures.

NOTICES

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