Business Add-On Agreement

BUSINESS ADD-ON AGREEMENT

This Business Add-On Agreement (the Agreement) is entered into as of by and between the parties identified below.

PARTIES

RECITALS

WHEREAS, Client and Service Provider have an existing commercial relationship under which Client receives certain services from Service Provider; and

WHEREAS, Client desires to purchase, and Service Provider is willing to provide, the additional goods and/or services described in this Agreement as an add-on to the existing relationship, subject to the terms and conditions set forth herein; and

WHEREAS, the parties intend that this Agreement supplement and, where applicable, modify the terms of any existing agreement between the parties to the extent expressly provided in this Agreement.

SCOPE OF WORK

Service Provider shall perform the add-on services and deliverables described below. The scope is intended to define the specific responsibilities for the add-on only; all other obligations of the parties remain governed by their underlying agreements unless expressly modified here.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth for the add-on as follows.

All payments are due in U.S. dollars unless otherwise stated. Client shall reimburse Service Provider for all reasonable, documented, pre-approved out-of-pocket expenses incurred in performing the add-on work.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with the provisions below.

Either party may terminate this Agreement for convenience upon written notice provided at least days prior to the effective termination date.

Either party may terminate immediately upon written notice if the other party materially breaches its obligations and fails to cure such breach within 15 days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination, including any non-cancellable commitments made by Service Provider in connection with the add-on.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by either party 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. Confidential Information includes, without limitation, business plans, customer data, pricing, trade secrets, and technical information.

Each party shall: (a) hold the other party's Confidential Information in strict confidence; (b) not disclose such Confidential Information to any third party except to its employees, agents, or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein; and (c) use Confidential Information solely to perform its obligations under this Agreement. The obligations in this paragraph shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

Confidential Information shall not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was known to the receiving party prior to disclosure; (iii) is rightfully obtained from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information. A receiving party may disclose Confidential Information if compelled by law or valid legal process, provided it gives prompt notice to the disclosing party and cooperates in any effort to obtain confidential treatment.

ADDITIONAL PROVISIONS

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement to an affiliate or in connection with a sale of substantially all of its assets or a merger.

Remedies: The parties acknowledge that a breach of the confidentiality or intellectual property provisions may cause irreparable harm for which monetary damages would be insufficient. In addition to all other remedies available at law or in equity, the non-breaching party shall be entitled to seek injunctive relief.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of law principles. Any dispute arising out of or related to this Agreement shall be resolved by the parties' elected dispute resolution process as set forth below.

Arbitration    Litigation in state or federal court    Mediation

ENTIRE AGREEMENT

This Agreement, together with any exhibits or addenda expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral. No amendment or waiver shall be effective unless made in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three days after deposit in the United States mail, postage prepaid, addressed to the party at its address set forth above or to such other address as either party may designate by notice.

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