Business Annex Declaration

BUSINESS ANNEX DECLARATION

This Business Annex Declaration (the "Annex") is made and entered into as of Effective Date: , by and between Company Name: with principal place of business at Address: (hereinafter "Company"), and Declaring Party: , Address: (hereinafter "Declarant").

WHEREAS

WHEREAS, Company and Declarant are parties to a principal agreement titled dated (the "Agreement");

WHEREAS, the parties desire to document certain additional business terms, deliverables, and compensation applicable to the Agreement and to confirm attachments and representations in this Annex.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the parties agree as follows:

SCOPE OF WORK

PAYMENT TERMS

Total Consideration: $ payable in accordance with the following schedule:

Invoices shall be submitted to Invoice Recipient: , Address: .

Late Payment: Amounts unpaid after days from invoice date shall accrue a late fee of , compounded monthly, and the prevailing party may suspend performance until payment is made.

TERM AND TERMINATION

Term Commencement Date: ; Term Expiration Date: .

Either party may terminate this Annex for convenience upon written notice to the other party delivered not less than days prior to the effective date of termination. Termination for material breach shall be effective upon written notice if the breach is not cured within days after receipt of notice identifying the breach.

CONFIDENTIALITY

Each party acknowledges that in connection with this Annex it may receive Confidential Information of the other party. "Confidential Information" means non-public, proprietary information disclosed in written, electronic, or oral form that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

The receiving party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care as it uses for its own confidential information but no less than a reasonable standard of care; (b) not disclose Confidential Information to any third party except as permitted herein; and (c) use Confidential Information only to perform its obligations under this Annex. The obligations in this paragraph shall survive termination of this Annex for a period of unless disclosure is required by law, regulation, or valid order of a court or governmental body, in which case the receiving party shall provide prompt notice to the disclosing party to the extent permissible.

ATTACHMENTS AND REPRESENTATIONS

The following attachments are incorporated into this Annex and form part of the Agreement (check all that apply):

Annex Schedule of Deliverables
Pricing and Fee Schedule
Technical Specifications or Scope Appendix
Other Attachment (describe below)

GOVERNING LAW

This Annex shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in that state for resolution of any disputes arising under this Annex.

ENTIRE AGREEMENT

This Annex, together with the Agreement and the attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof, supersedes all prior and contemporaneous agreements and understandings, whether written or oral, and may be amended only by a written instrument executed by authorized representatives of both parties.

DECLARATION

The undersigned certify that they are authorized to execute this Annex on behalf of the party for whom they sign, that the information contained herein is true and accurate to the best of their knowledge, and that performance under this Annex will be conducted in accordance with applicable law and the terms of the Agreement.

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