Business Additional Support Form

BUSINESS ADDITIONAL SUPPORT FORM

Parties and Effective Date

Client Name:

Service Provider Name:

Effective Date:    Reference/PO Number:

Recitals

WHEREAS, Client and Service Provider are parties to an existing agreement that governs the provision of core services, and Client requires supplemental support beyond the scope of that existing agreement; and

WHEREAS, Service Provider has the necessary personnel, experience and resources to provide the additional services described below and agrees to provide such support on the terms and conditions set forth in this Business Additional Support Form (this "Form"); and

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree that the Service Provider shall provide additional support in accordance with the terms of this Form.

Scope of Work

Payment Terms

Total Additional Fee:    Hourly Rate (if applicable):

Retainer (if any):    Late Payment Fee (% per month):

All invoices shall describe the services rendered, dates of service, hours expended (if billed hourly), and the total amount due. Unless otherwise stated, payments not received within the stated payment period shall accrue interest at the Late Payment Fee rate above, compounded monthly, until paid in full. Client shall be responsible for reasonable collection costs and attorneys' fees incurred in the enforcement of unpaid amounts.

Term and Termination

Commencement Date:    Term End Date (if applicable):

Either party may terminate this Form for convenience upon days' prior written notice to the other party. Termination for cause may be immediate upon written notice if the other party materially breaches any provision of this Form and fails to cure such breach within fourteen (14) days after receipt of written notice specifying the breach. Upon termination, Service Provider shall cease work and submit a final invoice for all work performed to the date of termination, and Client shall pay for all undisputed fees and expenses incurred through the date of termination.

Confidentiality

For the purposes of this Form, "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Each party agrees to: (a) hold Confidential Information of the other in confidence using at least the same degree of care it uses to protect its own confidential information but not less than a reasonable standard of care; (b) use Confidential Information solely to perform obligations under this Form; 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 set forth herein. Confidential Information does not include information that: (i) is or becomes generally available to the public other than by a breach of this Form; (ii) is received lawfully from a third party without restriction; or (iii) is independently developed without use of the other party's Confidential Information.

The obligations in this section shall survive termination of this Form for a period of years, except with respect to trade secrets, which shall remain protected for so long as the information remains a trade secret under applicable law.

Warranties; Liability

Service Provider warrants that the additional services will be provided in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN THIS PARAGRAPH, SERVICE PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS FORM SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS FORM DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Governing Law; Dispute Resolution

This Form shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall seek in good faith to resolve any dispute arising under this Form through direct negotiation. If negotiation fails, the parties may pursue all available remedies in courts of competent jurisdiction in the specified state.

Entire Agreement

This Form, together with any attachments, exhibits and the parties' underlying master agreement (if any), constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, proposals, representations and agreements, whether written or oral. Any modification to this Form must be in writing and signed by authorized representatives of both parties.

Additional Provisions and Attachments

Client confirms that this Form supplements and does not replace any existing master services agreement unless explicitly stated otherwise.

Client acknowledges the payment obligations set forth in this Form and authorizes Service Provider to invoice accordingly.

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