Amended Business Agreement

AMENDED BUSINESS AGREEMENT

This Amended Business Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: with mailing address: and Contractor Name: with mailing address: .

RECITALS (WHEREAS)

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

WHEREAS, the parties wish to amend certain terms of the Original Agreement to reflect changes in scope, compensation, and term as set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

AMENDMENTS

1. The Original Agreement is amended only to the extent expressly set forth in this Amendment. Except as expressly amended by this Agreement, all terms, conditions and provisions of the Original Agreement shall remain in full force and effect.

SCOPE OF WORK

PAYMENT TERMS

Late Payment: In the event any undisputed amount owed under this Agreement is not paid within of invoice receipt, interest shall accrue on the delinquent balance at a rate of or the maximum rate permitted by applicable law, whichever is lower. Client shall be responsible for reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

Term: The term of this Amendment shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Termination for Convenience: Either party may terminate this Agreement for convenience upon providing written notice to the other party at least prior to the effective termination date.

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within after receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public information disclosed by one party to the other, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: Receiving party shall (a) maintain the confidentiality of Confidential Information using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not use Confidential Information except to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, agents or permitted subcontractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein.

Exclusions and Return: Confidential Information does not include information that is or becomes publicly available through no breach of this Agreement, is rightfully received from a third party without restriction, or is independently developed. Upon termination or written request, the receiving party shall return or destroy Confidential Information and certify its destruction upon request.

Remedies: The parties acknowledge that breach of this Section would cause irreparable harm for which monetary damages may be inadequate; therefore, the disclosing party shall be entitled to seek injunctive relief in addition to any other available remedies.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state specified above, without regard to its conflict of laws rules. Venue for any dispute arising under this Agreement shall be the state and federal courts located in the jurisdiction so specified.

MISCELLANEOUS

Entire Agreement: This Agreement, together with the Original Agreement as amended hereby, constitutes the entire understanding between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, representations and understandings, whether oral or written, relating to such subject matter.

Amendments: Any further modification or amendment to this Agreement must be in writing and executed by duly authorized representatives of both parties.

Assignment: Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets, provided the assignee assumes all obligations hereunder.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will remain in full force and effect and such provision will be reformed only to the extent necessary to make it enforceable.

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