Business Amendment to Sign

BUSINESS AMENDMENT TO AGREEMENT

This Business Amendment (the Amendment) is made effective as of , and amends the agreement identified below by and between:

Recitals

WHEREAS, the parties entered into a written agreement titled dated (the Original Agreement); and

WHEREAS, the parties desire to amend certain terms of the Original Agreement as set forth in this Amendment to address changed business circumstances and to clarify the parties' respective rights and obligations.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the parties agree to amend the Original Agreement as follows.

1. Scope of Amendment

2. Payment Terms

In consideration for the additional obligations described in Section 1, Party A shall pay Party B the following amounts in accordance with the schedule below.

Late payments shall accrue interest at the rate of per month (or the maximum rate permitted by law, if lower). In addition, a late fee of may be assessed if payment is not received within days after invoice due date.

3. Term and Termination

The amendments set forth in this Amendment shall commence on and shall remain in effect until , unless earlier terminated in accordance with this section.

Either party may terminate this Amendment for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Termination of this Amendment shall not relieve either party of obligations accrued prior to the effective date of termination.

4. Confidentiality

The parties acknowledge that in connection with the Original Agreement and this Amendment, each may receive Confidential Information from the other. "Confidential Information" means nonpublic business, technical, financial, or other information disclosed in any form and clearly designated as confidential or that, by its nature, would be reasonably understood to be confidential. Each recipient shall: (a) use Confidential Information only to perform its obligations under the Original Agreement and this Amendment; (b) protect 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; and (c) not disclose Confidential Information to any third party except to its employees, agents, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. The obligations of confidentiality shall survive termination of this Amendment for a period of years.

5. Governing Law

This Amendment shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising under this Amendment.

6. Entire Agreement; Amendment

Except as expressly amended hereby, all terms, conditions, and provisions of the Original Agreement remain in full force and effect. This Amendment, together with the Original Agreement, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous oral and written agreements, representations, and understandings. Any further modification or amendment to the Original Agreement or this Amendment must be in writing and signed by authorized representatives of both parties.

7. Representations and Authority

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.

By signing below, the undersigned acknowledge that they have read, understand, and agree to be bound by the terms of this Amendment and represent that they are authorized to execute this document on behalf of the party for which they sign.

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