Business Add-on Package

BUSINESS ADD-ON PACKAGE

This Business Add-On Package Agreement (the Add-On) is entered into as of Effective Date: by and between Service Provider Name: and Client Name: . The Service Provider and the Client are each a Party and collectively the Parties.

WHEREAS

WHEREAS, the Parties previously entered into a Master Services Agreement dated (the Master Agreement) under which Service Provider provides services to Client;

WHEREAS, Client desires to purchase and Service Provider desires to provide certain additional goods and/or services described in this Add-On Package on the terms and conditions set forth herein; and

WHEREAS, this Add-On is intended to supplement and be governed by the Master Agreement except as expressly modified herein.

SCOPE OF WORK

Service Provider shall perform the additional services and/or provide the products described below (the Add-On Services). The Add-On Services shall be performed in a professional and workmanlike manner consistent with industry standards.

ADD-ON COMPONENTS

The Parties agree the Add-On Package includes the following components. If additional components are added, they will be incorporated pursuant to the Change Order procedure set forth below.

PAYMENT TERMS

Client shall pay Service Provider for the Add-On Services as follows. All sums are payable in lawful currency. Unless otherwise stated, amounts are exclusive of taxes.

All undisputed invoices shall be due within the period set forth in the Payment schedule. Client shall notify Service Provider in writing of any disputed portion of an invoice within ten (10) days of receipt. Client shall not set off amounts owed to Service Provider against amounts Service Provider claims from Client except as expressly permitted in the Master Agreement.

TERM AND TERMINATION

This Add-On shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either Party may terminate this Add-On for material breach of this Add-On or the Master Agreement if the breaching Party fails to cure the breach within Notice Period: days after receipt of written notice. Either Party may terminate for convenience upon written notice provided at least Notice Period: days prior to termination.

Termination of this Add-On shall not relieve Client of its obligation to pay for services performed and goods delivered prior to the effective date of termination.

CONFIDENTIALITY

Each Party (Receiving Party) acknowledges that in the course of performance it may receive Confidential Information of the other Party (Disclosing Party). Confidential Information means non-public information disclosed in any form and designated as confidential or that reasonably should be understood to be confidential given its nature.

Receiving Party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information; (b) use Confidential Information only to perform its obligations under this Add-On; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that: (i) is or becomes publicly known through no breach; (ii) was lawfully in Receiving Party’s possession prior to disclosure; (iii) is independently developed; or (iv) is required to be disclosed by law, provided Receiving Party gives prompt notice to Disclosing Party where permitted.

GOVERNING LAW; DISPUTE RESOLUTION

This Add-On shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. Any dispute arising out of or relating to this Add-On shall be resolved in the manner set forth in the Master Agreement or, if the Master Agreement is silent, by binding arbitration administered in the governing state.

ENTIRE AGREEMENT; AMENDMENT

This Add-On, together with the Master Agreement and any written change orders executed by authorized representatives of both Parties, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous understandings. No amendment or modification of this Add-On shall be effective unless in writing and signed by authorized representatives of both Parties.

MISCELLANEOUS

Neither Party may assign this Add-On without the prior written consent of the other Party, except to an affiliate or in connection with a merger or sale of substantially all assets, provided the assignee assumes all obligations hereunder. If any provision is found invalid, the remaining provisions shall remain in full force and effect. No waiver is effective unless in writing and signed by the waiving Party.

NOTICES

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