Amended Client Authorization Form

AMENDED CLIENT AUTHORIZATION FORM

Client Name:

Client Address:

RECITALS

WHEREAS, the Client executed an original written authorization entitled "Client Authorization Agreement" dated (the Original Authorization); and

WHEREAS, the parties desire to amend and restate certain terms of the Original Authorization as set forth in this Amended Client Authorization Form, effective as of , to reflect revised scope, payment, and other material changes;

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

SCOPE OF WORK

PAYMENT TERMS

All payments due under this Amended Client Authorization Form shall be paid in cleared funds to the payee designated by the Service Provider. If any payment is not received when due, the Client shall be liable for the Late Payment Fee specified above and for any reasonable costs of collection, including attorneys' fees, to the extent permitted by law.

TERM AND TERMINATION

Commencement Date: . Termination Date / Projected Completion: .

Either party may terminate this Amended Client Authorization Form for cause upon material breach by the other party if such breach is not cured within the notice period set forth above. Termination shall not relieve the Client of liability for payment for services performed and expenses incurred through the effective date of termination. Sections that by their nature survive termination shall remain in effect.

CONFIDENTIALITY

Each party agrees that Confidential Information received from the other party shall be held in strict confidence and shall not be disclosed except as required by law. "Confidential Information" means information disclosed that is proprietary or reasonably understood to be confidential, including non-public business and financial information, client lists, pricing, and trade secrets. Confidential Information does not include information that (i) is or becomes publicly known through no breach of this obligation; (ii) was already known to the receiving party without restriction; (iii) is independently developed without use of the disclosing party's confidential materials; or (iv) is disclosed with the disclosing party's prior written consent.

GOVERNING LAW

This Amended Client Authorization Form shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located within that State for any dispute arising under this Agreement.

ENTIRE AGREEMENT

This Amended Client Authorization Form, together with the Original Authorization as amended hereby, contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral, relating to such subject matter. Any amendment or modification must be in writing and executed by authorized representatives of both parties.

AUTHORITY AND CERTIFICATION

Each signatory below represents and warrants that such signatory has full authority to execute this Amended Client Authorization Form on behalf of the party indicated and that, upon execution, this instrument will constitute a valid and binding obligation enforceable against such party in accordance with its terms.

Amendment Acknowledgment: I acknowledge and agree that this amendment supersedes conflicting provisions of any prior authorization to the extent of such conflict.

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