Business Amendment Comparison

BUSINESS AMENDMENT COMPARISON

Parties

Recitals

WHEREAS, First Party and Second Party entered into a written agreement titled (the "Original Agreement") dated ; and

WHEREAS, the parties desire to set forth and compare proposed amendments to the Original Agreement and to document the operative language to be incorporated if the amendment is executed; and

WHEREAS, the parties intend that the comparisons and replacement language set forth in this Business Amendment Comparison shall govern the negotiation, approval, and execution of any amendment to the Original Agreement effective as of .

Scope of Amendment / Scope of Work

The parties set forth below the specific provisions of the Original Agreement that are subject to amendment and the proposed replacement text. The Scope of Work describes the obligations to be added or modified by the amendment. The parties acknowledge that any amendment executed must be consistent with the replacement text herein unless expressly modified in the final amendment instrument.

Comparison of Provisions

For each numbered provision below, enter the operative text from the Original Agreement and the proposed Amended text. The proposed Amended text, if executed by the parties, will supersede the Original Agreement text for that provision only to the extent expressly stated in a finalized amendment instrument.

Payment Terms

The payment obligations applicable to any amended scope or deliverables are set forth below. If the amendment revises amounts or schedule from the Original Agreement, those revisions must be expressly stated and incorporated into the amendment instrument.

Term and Termination

The amendment shall specify the term applicable to revised obligations. Unless otherwise specified in the executed amendment instrument, the term provisions of the Original Agreement continue to govern.

Confidentiality

The parties acknowledge that certain information exchanged in connection with the negotiation and implementation of the proposed amendment may be Confidential Information. Except as required by law or as expressly permitted in writing, each party shall:

(a) hold such Confidential Information in strict confidence; (b) use Confidential Information solely for the purpose of evaluating and implementing the amendment; and (c) not disclose Confidential Information to any third party without the prior written consent of the disclosing party.

Governing Law

This Business Amendment Comparison and any amendment executed in reliance upon it shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

Entire Agreement

This document sets forth the comparative text and intent of the parties with respect to the identified provisions. Any final amendment executed by the parties shall constitute the entire agreement between the parties with respect to the subject matter of that amendment and shall supersede any prior oral or written understandings relating thereto. Except as expressly amended in a fully executed amendment instrument, the Original Agreement remains in full force and effect.

Representations and Acknowledgements

Each party represents and warrants that it has full power and authority to enter into the Original Agreement and any amendment, that the individuals executing this Business Amendment Comparison and any amendment on its behalf are duly authorized, and that execution of any amendment will not violate any other agreement to which such party is bound.

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