Business Addendum Guidelines

BUSINESS ADDENDUM GUIDELINES

Addendum Identification

Addendum Number:     Effective Date:

Parties

Client Address:     Provider Address:

Recitals

WHEREAS, the parties entered into a primary agreement identified as: dated ; and

WHEREAS, the parties desire to supplement and modify certain provisions of the primary agreement in accordance with the terms and conditions set forth in this Addendum; and

WHEREAS, this Addendum establishes the required procedural guidelines, scope adjustments, payment terms, and administrative requirements that shall govern the listed modifications.

Scope of Work

Payment Terms

Total Additional Compensation: .

Late Payment Fee: on overdue amounts, accruing monthly, plus costs of collection if applicable.

Term and Termination

Addendum Start Date:    Addendum End Date (if applicable):

Either party may terminate this Addendum for convenience upon written notice delivered at least days prior to the intended termination date. Termination for material breach is effective upon written notice specifying the breach and a day cure period, unless the breach remains uncured.

Confidentiality

The parties acknowledge that certain non-public, proprietary, or confidential information may be exchanged in connection with this Addendum ("Confidential Information"). Each party agrees:

1. To hold Confidential Information in strict confidence and to use it solely for performance under this Addendum;
2. Not to disclose Confidential Information to any third party except (i) employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein, or (ii) as required by law with prior notice to the disclosing party where permitted;
3. To exercise at least the same degree of care in protecting Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Confidentiality obligations shall survive termination of this Addendum for a period of years, except to the extent otherwise required by law.

Representations and Warranties

Each party represents that it has the full corporate authority to enter into and perform this Addendum and that its execution and performance will not violate any other agreement or legal obligation. Each party further warrants that services performed under this Addendum will be provided in a professional and workmanlike manner consistent with industry standards.

Governing Law; Dispute Resolution

This Addendum shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties agree to negotiate disputes in good faith and, if unresolved, to submit disputes to binding arbitration under commercially reasonable arbitration procedures unless otherwise agreed in writing.

Entire Agreement; Amendment

This Addendum, together with the referenced primary agreement and any expressly identified attachments, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior negotiations and understandings. No amendment, modification, or waiver of any provision of this Addendum is binding unless executed in writing and signed by authorized representatives of both parties.

Administrative Guidelines

Addenda must be sequentially numbered and reference the original agreement by title and date. Any attachments or exhibits must be expressly identified by title and attached at execution. Signatures may be executed in separate counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

Acknowledgment

Each person signing this Addendum on behalf of a party warrants and represents that he or she is duly authorized to execute and deliver this Addendum on behalf of that party and to bind the party to its terms.

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