Business Add-ons Agreement

Business Add-ons Agreement

This Business Add-ons Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client has an existing agreement for certain goods and/or services and desires to procure additional add-on services and deliverables described herein;

WHEREAS, Service Provider has the experience, personnel and capability to provide the requested add-ons on the terms set forth in this Agreement; and

WHEREAS, the parties intend for this Agreement to supplement and amend the original agreement only to the extent expressly stated herein and to set forth additional obligations, payment terms, and confidentiality protections with respect to the add-ons.

Parties' Contact Information

Scope of Work

Service Provider shall perform the add-on services and deliverables described below in accordance with the terms of this Agreement. All work shall be performed in a professional and workmanlike manner consistent with industry standards.

Add-on Items (Itemize)

Item 1 Description:

Item 2 Description:

Item 3 Description:

Payment Terms

Total Additional Compensation (sum of add-ons):

Late Payment Fee:

All invoices are payable within days of receipt unless otherwise stated. Client is responsible for any applicable taxes, duties, or transaction fees unless otherwise agreed in writing.

Term and Termination

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least prior to the intended termination date. Either party may terminate for cause if the other party materially breaches this Agreement and fails to cure such breach within after written notice specifying the breach.

Confidentiality

Each party (the "Receiving Party") shall hold in confidence and not disclose or use any Confidential Information of the other party (the "Disclosing Party") except as necessary to perform its obligations under this Agreement. "Confidential Information" includes non-public business information, pricing, trade secrets, specifications, and any data marked confidential or that a reasonable person would understand to be confidential.

The obligations in this section shall not apply to information that: (a) is or becomes publicly available without breach of this Agreement; (b) was known to the Receiving Party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. Disclosure required by law or valid subpoena is permitted only after prompt notice to the Disclosing Party and, where lawful, reasonable cooperation to limit the disclosure.

Representations, Remedies and Liability

Each party represents that it has the authority to enter into this Agreement. Service Provider represents that add-ons will be provided in a commercially reasonable manner. Except for willful misconduct or gross negligence, neither party shall be liable for consequential, incidental or punitive damages. The parties' aggregate liability arising from this Agreement shall not exceed the total fees paid to Service Provider under this Agreement for the applicable add-on(s).

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that State for any action arising under this Agreement, subject to any mandatory forum selection or arbitration provisions in the parties' primary agreement if applicable.

Entire Agreement

This Agreement, together with any referenced addenda or purchase orders, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous negotiations, proposals, and agreements, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party. If any provision is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates an agency, partnership or employment relationship.

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