Business Addendum Sheet

BUSINESS ADDENDUM SHEET

Addendum Number:     Effective Date:

Primary Agreement Date:

Party A Name:     Party B Name:

RECITALS

WHEREAS, the parties entered into a written agreement described above (the "Primary Agreement") which sets forth certain rights and obligations between the parties;

WHEREAS, the parties desire to amend or supplement the Primary Agreement as set forth in this Addendum to address additional obligations, deliverables, or clarifications; and

WHEREAS, except as expressly modified by this Addendum, the terms of the Primary Agreement shall remain in full force and effect.

SCOPE OF WORK

MODIFICATIONS

The Primary Agreement is hereby modified as follows. Each item below replaces or supplements the corresponding provision in the Primary Agreement to the extent there is a conflict.

Additional modifications may be appended on a separate Attachment and incorporated by reference. Attachment included: Yes

PAYMENT TERMS

Compensation for services or deliverables added by this Addendum shall be as follows.

If any amount due under this Addendum is not paid within days after written invoice, late charges shall accrue at % per month on the outstanding balance, or the maximum lawful rate, whichever is less.

TERM AND TERMINATION

This Addendum shall commence on the Effective Date and shall continue until the completion of the scope described herein or until the Termination Date specified below, whichever occurs first, unless earlier terminated in accordance with this section.

Term Start Date:     Term End Date:

Either party may terminate this Addendum for convenience upon written notice to the other party no less than days prior to the intended termination date. Termination for material breach is governed by the Primary Agreement unless otherwise specified herein.

Automatic renewal: Yes    If yes, renewal term:

CONFIDENTIALITY

Each party acknowledges that, in the course of performance under this Addendum, it may receive Confidential Information of the other party. "Confidential Information" means non-public, proprietary, or business information identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Each receiving party shall: (a) hold Confidential Information in strict confidence and use it solely to perform its obligations under this Addendum; (b) restrict disclosure to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations; and (c) employ reasonable safeguards to protect Confidential Information. Confidentiality obligations shall survive termination of this Addendum for a period of years, except with respect to trade secrets which shall survive as long as permitted by law.

The foregoing obligations do not apply to information that: (i) is or becomes generally available to the public other than by breach of this Addendum; (ii) was rightfully in the receiving party's possession prior to disclosure; (iii) is independently developed without reference to the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, provided the receiving party gives prompt notice and takes reasonable steps to limit disclosure.

GOVERNING LAW

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 submit to the exclusive jurisdiction of the courts located in that State for disputes arising under this Addendum, subject to any dispute resolution provisions in the Primary Agreement.

ENTIRE AGREEMENT

This Addendum, together with the Primary Agreement and any exhibits or attachments expressly incorporated herein, constitutes 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. In the event of any conflict between the provisions of this Addendum and the Primary Agreement, the provisions of this Addendum shall govern.

MISCELLANEOUS

No amendment, modification, or waiver of any provision of this Addendum shall be effective unless in writing and signed by authorized representatives of both parties. If any provision of this Addendum is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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