Business Addon Template

Business Addon Template

Parties and Effective Date

Effective Date:     Original Agreement Date:

Recitals

WHEREAS, Client entered into a written agreement with Provider dated (the "Agreement");

WHEREAS, the parties desire to amend the Agreement to add the additional services, payment terms and other provisions set forth in this Addendum; and

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

Scope of Work

The Provider shall perform the following additional services and deliverables in accordance with the terms of this Addendum:

Deliverables and milestones (if any) shall be completed according to the schedule below or as otherwise mutually agreed in writing.

Payment Terms

For the additional services described herein, Client shall pay Provider the sum of $ (the "Addon Fee").

Payment Schedule:

Invoices shall be submitted by Provider in writing to the Client contact and are payable within days of invoice receipt.

Late Fee: Any undisputed amount not paid when due shall accrue interest at the lesser of % per month or the maximum rate permitted by applicable law. In addition, Client shall be responsible for reasonable collection costs, including attorneys' fees.

Term and Termination

This Addendum commences on the Effective Date set forth above and shall continue until unless earlier terminated in accordance with this Addendum.

Either party may terminate this Addendum for convenience upon days' prior written notice to the other party. Either party may terminate immediately upon material breach by the other party if such breach remains uncured for ten (10) days following written notice of the breach.

Termination shall not relieve Client of its obligation to pay for services rendered and expenses incurred prior to the effective date of termination.

Confidentiality

For purposes of this Addendum, "Confidential Information" means non-public, proprietary or confidential information disclosed by either party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that (i) is or becomes generally known to the public through no fault of the receiving party, (ii) was known to the receiving party prior to disclosure as evidenced by written records, (iii) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information, or (iv) is rightfully obtained from a third party without breach of an obligation of confidentiality.

The receiving party shall (a) protect the confidentiality of the disclosing party's Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care, (b) not use Confidential Information except as necessary to perform under this Addendum, 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 herein. The obligations in this Section shall survive termination of this Addendum for a period of three (3) years, except that trade secrets shall be protected for so long as they remain trade secrets under applicable law.

Representations and Warranties; Liability

Each party represents and warrants that it has the full corporate power and authority to enter into this Addendum and to perform its obligations hereunder. Provider represents that the services shall be performed in a professional and workmanlike manner consistent with industry standards.

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS ADDENDUM, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, ARISING OUT OF OR RELATED TO THIS ADDENDUM, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS ADDENDUM SHALL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS ADDENDUM.

Governing Law

This Addendum shall be governed by and construed in accordance with the laws of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that jurisdiction for any dispute arising out of this Addendum.

Entire Agreement; Amendment

This Addendum, together with the Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, understandings and communications, whether written or oral, relating to such subject matter. In the event of any conflict between the terms of the Agreement and this Addendum, the terms of this Addendum shall control.

No modification, amendment or waiver of any provision of this Addendum shall be effective unless in writing and signed by both parties.

Miscellaneous

If any provision of this Addendum is held to be invalid or unenforceable, the remainder of this Addendum shall remain in full force and effect and shall be construed so as to effectuate the intent of the parties as nearly as possible. The failure of either party to enforce any provision of this Addendum shall not constitute a waiver of that provision or of the right to enforce it.

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