Business Additional Interactions

BUSINESS ADDITIONAL INTERACTIONS

This Business Additional Interactions Agreement (the Agreement) is made as of by and between Client Name: and Provider Name: .

WHEREAS

WHEREAS, the parties previously entered into a governing agreement identified as the Original Agreement dated (the Original Agreement), which sets forth the basic terms for the relationship between the parties;

WHEREAS, the parties desire to document certain additional interactions, services and engagements not expressly covered by the Original Agreement, or to further define existing interactions, on the terms set forth in this Agreement; and

WHEREAS, Provider represents that it has the experience, personnel and resources necessary to perform the additional interactions described herein and Client desires to engage Provider for such interactions pursuant to the terms below.

SCOPE OF ADDITIONAL INTERACTIONS

The additional interactions shall include the tasks, deliverables, milestones and interaction frequencies set forth below. The parties agree that any modification to the scope must be made in writing and signed by authorized representatives of both parties.

Additional rows may be appended by mutual written agreement. Where rates or prices are omitted in the schedule above, the parties shall apply the rates set forth in the Original Agreement unless the parties expressly agree otherwise in writing.

PAYMENT TERMS

Client shall pay Provider for the additional interactions in accordance with the following payment terms.

Invoices shall be delivered in writing to the party addresses below and, unless otherwise agreed in the Payment Schedule above, amounts invoiced shall be due and payable within days of receipt.

If any invoiced amount is not paid when due, Provider shall be entitled to suspend performance of additional interactions until all past due amounts are paid, in addition to exercising any other remedies available at law or equity.

TERM AND TERMINATION

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

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days after receiving written notice of such breach.

Either party may terminate this Agreement for convenience upon providing the other party with at least days prior written notice. Termination shall not relieve Client of its obligation to pay for Additional Interactions performed prior to the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means non-public information disclosed by one party to the other that is designated as confidential or that, under the circumstances of disclosure, reasonably should be understood to be confidential. Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of the recipient; (b) was rightfully known to the recipient prior to disclosure; (c) is independently developed by the recipient without use of the disclosing party’s Confidential Information; or (d) is rightfully obtained from a third party without restriction.

The recipient shall: (i) protect the disclosing party’s Confidential Information with at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care; (ii) use Confidential Information only to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except as expressly permitted in writing. These obligations shall survive for following termination or expiration of this Agreement.

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 conflict of laws principles. The parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If negotiation fails, the dispute shall be resolved in a court of competent jurisdiction located in the foregoing state.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with the Original Agreement and any exhibits or written amendments signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

Notices shall be effective upon receipt when delivered in person, by nationally recognized overnight courier, or by confirmed electronic mail followed by hard copy.

MISCELLANEOUS

Each party represents and warrants that it has the full power and authority to enter into this Agreement and that the person signing on its behalf is duly authorized to bind the party. The provisions of this Agreement that by their nature should survive termination or expiration of this Agreement shall so survive, including but not limited to payment obligations, confidentiality obligations, and governing law provisions.

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