Business Additional Terms

BUSINESS ADDITIONAL TERMS

This Business Additional Terms document supplements and modifies the original agreement referenced below. The parties agree that these Additional Terms shall govern to the extent of any inconsistency with the original agreement and shall be incorporated into that agreement as if fully set forth therein.

Identification

Recitals

WHEREAS, Party A: and Party B: entered into the Primary Agreement described above;

WHEREAS, the parties desire to amend and supplement certain terms of the Primary Agreement to define additional services, payment arrangements, confidentiality obligations and the term applicable to those additional services;

WHEREAS, the parties intend that these Additional Terms will control with respect to the subject matter herein and that all other provisions of the Primary Agreement not expressly modified shall remain in full force and effect.

Scope of Work

Payment Terms

In consideration for the Additional Services, Party B shall pay Party A in accordance with the following terms.

Late payment shall accrue interest and remedies as set forth below.

Term and Termination

The Additional Terms shall be effective as of the Effective Date below and shall continue for the Term specified unless earlier terminated in accordance with this section.

Effective Date:

Termination Date (if any):

Either party may terminate this Additional Terms for material breach of the Primary Agreement or these Additional Terms if the breaching party fails to cure within the notice period specified above. Termination shall be without prejudice to accrued rights and obligations.

Confidentiality

Each party (Receiving Party) acknowledges that in the course of performing the Additional Services it may receive Confidential Information of the other party (Disclosing Party). "Confidential Information" means non-public business, technical or financial information disclosed in written, electronic or oral form, including but not limited to pricing, trade secrets, customer lists, and technical processes.

Obligations: The Receiving Party shall (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) use Confidential Information solely to perform its obligations under the Primary Agreement and these Additional Terms; and (c) not disclose Confidential Information to any third party except to employees, agents or subcontractors having a need to know and who are bound by confidentiality obligations at least as restrictive as those herein.

Exclusions: Confidential Information does not include information that is or becomes publicly known through no breach by the Receiving Party, was known to the Receiving Party prior to disclosure, is rightfully received from a third party without restriction, or is independently developed without use of the Disclosing Party's Confidential Information.

Warranties; Liability

Each party represents and warrants that it has the full power and authority to enter into and perform its obligations under these Additional Terms. EXCEPT AS EXPRESSLY SET FORTH IN THE PRIMARY AGREEMENT OR THESE ADDITIONAL TERMS, NO PARTY MAKES ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability: Except for liability arising from willful misconduct, gross negligence or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, indirect or punitive damages, and total aggregate liability shall be limited to fees actually paid under these Additional Terms in the twelve (12) months preceding the claim.

Governing Law and 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 law principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation between executives. If unresolved, disputes shall be resolved by binding arbitration or as otherwise provided in the Primary Agreement.

Entire Agreement; Modifications

These Additional Terms, together with the Primary Agreement, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter.

Modification: No amendment or modification of these Additional Terms shall be effective unless in writing and signed by authorized representatives of both parties. Any conflicting provision of the Primary Agreement shall be modified only to the extent necessary to give effect to these Additional Terms.

Assignment

Neither party may assign its rights or delegate its obligations under these Additional Terms without the prior written consent of the other party; provided, however, that either party may assign to an affiliate or in connection with a merger, sale of substantially all assets, or similar transaction, provided the assignee assumes the assigning party's obligations hereunder.

Notices

All notices required or permitted under these Additional Terms shall be in writing and shall be deemed given when delivered personally, sent by certified mail return receipt requested, or by nationally recognized overnight courier, to the addresses set forth in the Identification section or to such other address as a party may designate by notice to the other.

Additional Provisions

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