Amended Business Plan

AMENDED BUSINESS PLAN

This Amended Business Plan (the "Amendment") is made and entered into as of by and between Party A: and Party B: (each a "Party" and collectively, the "Parties").

WHEREAS

1. WHEREAS, the Parties previously developed a Business Plan dated (the "Original Plan"), which set forth objectives, responsibilities, and financial projections for the Parties' joint business efforts;

2. WHEREAS, the Parties desire to amend certain provisions of the Original Plan to reflect updated scope, milestones, financial commitments, and confidentiality protections as set forth in this Amendment; and

3. WHEREAS, except as expressly amended herein, the Original Plan remains in full force and effect and shall be read together with this Amendment.

AMENDMENTS TO BUSINESS PLAN

The Original Plan is hereby amended as follows. The Parties agree that the following amendments shall modify and, where inconsistent, supersede the corresponding provisions of the Original Plan.

SCOPE OF WORK

The Parties shall perform the tasks and deliverables described below. Unless otherwise provided, responsibilities shall be allocated as set forth in the Original Plan, as amended by this section.

PAYMENT TERMS

The Parties agree the financial provisions in the Original Plan are amended as follows. All payments shall be made in the currency specified below and pursuant to the schedule set forth.

Invoices shall be rendered in writing and are payable within days of receipt unless otherwise agreed in writing. Disputed amounts shall be raised promptly and resolved in good faith; undisputed amounts remain payable.

TERM AND TERMINATION

This Amendment shall commence on the Effective Date specified above and shall continue until the earlier of the completion of the amended scope or the termination date set forth below, subject to earlier termination as provided herein.

Commencement Date:    Termination Date:

Either Party may terminate this Amendment for material breach by the other Party if such breach is not cured within the notice period specified above. Termination shall not relieve either Party of obligations accrued prior to termination, including payment obligations.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one Party to the other, whether oral or written, that is designated confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information includes business plans, financial projections, customer lists, trade secrets, and formulation of the amended deliverables.

Each Party shall: (a) use Confidential Information only for the purposes of performing under this Amendment; (b) restrict disclosure to its employees, advisors, or contractors on a need-to-know basis and only if they are bound by confidentiality obligations at least as protective as those herein; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidentiality obligations shall survive termination of this Amendment for a period of from the date of termination.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, all intellectual property conceived, developed or reduced to practice in the course of performing the amended scope shall be owned by . The non-owning Party shall be granted a non-exclusive, royalty-free license to use such deliverables solely for the purposes contemplated in this Amendment.

WARRANTIES AND LIABILITY

Each Party represents that it has the authority to enter into this Amendment. Except as expressly set forth herein, neither Party makes any other warranties, express or implied. To the maximum extent permitted by law, neither Party shall be liable to the other for indirect, incidental, or consequential damages. Aggregate direct liability shall not exceed the total amounts paid or payable under this Amendment during the twelve (12) months preceding the claim.

GOVERNING LAW

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

ENTIRE AGREEMENT; AMENDMENT

This Amendment, together with the Original Plan, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements. No amendment, modification, or waiver of any provision of this Amendment shall be effective unless in writing and signed by authorized representatives of both Parties.

Except as expressly set forth in this Amendment, all terms, conditions, duties and obligations set forth in the Original Plan remain in full force and effect.

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