Business Amended Packet

BUSINESS AMENDED PACKET

Parties

Corporation LLC Partnership Sole Proprietor / Individual

Corporation LLC Partnership Sole Proprietor / Individual

Recitals

WHEREAS, Party A and Party B entered into a certain Agreement (the Original Agreement) dated , which governed the parties' respective rights and obligations with respect to the subject matter set forth therein;

WHEREAS, the parties desire to amend and restate certain provisions of the Original Agreement as set forth in this Amended Packet in order to reflect revised scope, payment terms, and other provisions as of the Effective Date below;

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.

Amendment Details

Scope of Work

The Scope of Work described herein supersedes and replaces the corresponding scope in the Original Agreement to the extent of any conflict. The parties agree that the following describes the deliverables, milestones, and responsibilities:

Payment Terms

Contract Price: $

Late Payment: If any undisputed amount is not paid when due, interest shall accrue at the rate of % per month or a flat late fee of $ , whichever is greater. Charges for interest and late fees shall survive termination.

Term and Termination

Term Commencement Date: . Term Expiration Date: .

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 receipt of written notice. Either party may terminate for convenience upon days' prior written notice.

Termination shall not relieve any party of obligations accrued prior to termination, and the parties shall cooperate to wind down services in an orderly manner.

Confidentiality

Each party shall keep confidential and shall not disclose to any third party any Confidential Information of the other party except as necessary to perform its obligations under this Agreement or as required by law. "Confidential Information" means nonpublic information disclosed in any form that is designated confidential or that a reasonable person would understand to be confidential under the circumstances.

Confidentiality Term: Confidentiality obligations shall continue for a period of years following the termination or expiration of this Agreement.

Mutual confidentiality (check if mutual)

Representations; Warranties; Indemnity

Each party represents and warrants that it has full corporate or organizational power and authority to enter into this Agreement, that the person signing on its behalf is duly authorized, and that the Agreement does not conflict with any other agreement or obligation. Each party agrees to indemnify, hold harmless, and defend the other party from any claims, liabilities, losses, or expenses arising out of its gross negligence or willful misconduct in performing its obligations hereunder.

Governing Law; Venue

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 submit to the exclusive jurisdiction of the state and federal courts located within that State for any disputes arising under this Agreement.

Entire Agreement; Amendment

This Amended Packet, together with the Original Agreement as modified hereby, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations, and proposals, whether written or oral, relating thereto.

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.

Miscellaneous Provisions

Severability: If any provision of this Agreement is found to be invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable and the remaining provisions shall remain in full force and effect.

Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures and scanned signatures shall be binding and considered originals for all purposes.

Acknowledgment

By signing below, each party acknowledges that it has read this Amended Packet, understands its terms, and agrees to be bound by them. Each signatory represents that he or she is authorized to execute this Agreement on behalf of the party for which he or she signs.

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