Business Amendment to DAF Agreement

Business Amendment to DAF Agreement

Effective Date:

Parties

Recitals

WHEREAS, Sponsor and Business entered into a Donor-Advised Fund Agreement dated (the "Original Agreement");

WHEREAS, the parties desire to amend certain provisions of the Original Agreement as set forth in this Amendment in order to modify the scope of services, payment arrangements, and certain administrative terms described below; and

WHEREAS, except as expressly modified hereby, all terms and conditions of the Original Agreement remain in full force and effect.

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

1. Amendment; Incorporation

1.1 Incorporation. This Business Amendment to DAF Agreement (the "Amendment") amends the Original Agreement only to the extent expressly set forth in this Amendment. All references to the Agreement shall be deemed to include the Original Agreement as amended by this Amendment.

1.2 Effective Date. The amendments set forth in this Amendment shall be effective as of the Effective Date set forth above.

2. Scope of Work

2.1 Revised Scope. The parties hereby agree that the services and deliverables to be provided under the Original Agreement are amended as follows:

2.2 Performance Standard. All work shall be performed in a professional and workmanlike manner consistent with prevailing industry standards for donor-advised fund administration and the particular services described above.

3. Payment Terms

3.1 Late Payment. Any undisputed amount not paid when due shall accrue interest at the rate of % per month (or the maximum rate permitted by law, if less). Additionally, a late fee of may be assessed for each late invoice, subject to applicable law.

3.2 Taxes and Expenses. Unless otherwise stated, fees do not include applicable taxes, third-party costs, or reimbursement for reasonable out-of-pocket expenses, all of which shall be the responsibility of the party obligated to pay under the Original Agreement as amended.

4. Term and Termination

4.1 Term. The term of the Original Agreement, as amended by this Amendment, shall commence on and shall continue until unless earlier terminated as provided herein.

4.2 Termination for Convenience. Either party may terminate this Agreement upon written notice to the other party given no fewer than days prior to the intended termination date.

4.3 Termination for Cause. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

5. Confidentiality

5.1 Definition. "Confidential Information" means non-public information disclosed by one party to the other, whether disclosed orally, in writing, or electronically, 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.

5.2 Obligations. Each party agrees to (a) maintain the confidentiality of Confidential Information of the other party using 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 its obligations under the Agreement; and (c) not disclose Confidential Information to any third party except as permitted in writing or as required by law.

6. Governing Law; Dispute Resolution

6.1 Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles.

6.2 Dispute Resolution. The parties agree to attempt in good faith to resolve any dispute arising out of or relating to this Amendment through negotiation between senior representatives. If resolution cannot be reached within sixty (60) days, either party may pursue any available legal or equitable remedies.

7. Representations; Further Assurances

Each party represents and warrants that it has the full right, power and authority to enter into and perform this Amendment and that the person signing this Amendment on its behalf is duly authorized to do so. Each party shall execute and deliver such further documents and take such further actions as may be reasonably necessary to effectuate the purposes of this Amendment.

8. Entire Agreement

This Amendment, together with the Original Agreement and any prior written amendments thereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter, except as expressly preserved herein.

Except as expressly amended hereby, the Original Agreement remains in full force and effect. In the event of any conflict between the terms of this Amendment and the Original Agreement, the terms of this Amendment shall govern.

Execution

This Amendment 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 or facsimile signatures shall be deemed originals for all purposes.

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