Business Appendix and Form

BUSINESS APPENDIX AND FORM

This Business Appendix and Form (the "Appendix") is attached to and incorporated into the underlying agreement between the parties. The parties acknowledge and agree to the terms set forth in this Appendix, which supplements and governs the specific services, deliverables, payment schedule, and administrative procedures described below.

PARTIES AND IDENTIFICATION

Client Name:   Client Address:

Contractor Name:   Contractor Address:

WHEREAS

WHEREAS, Client and Contractor have entered into a primary agreement (the "Primary Agreement") to govern certain business services and transactions; and

WHEREAS, the parties desire to set forth specific project deliverables, payment schedules, and administrative details as an Appendix to the Primary Agreement; and

WHEREAS, the parties intend that the terms of this Appendix supplement and, where applicable, modify the Primary Agreement only to the extent expressly stated herein.

APPENDIX IDENTIFIERS

SCOPE OF WORK

ITEMIZED DELIVERABLES & SCHEDULE

List each deliverable, associated completion date, and fee. Attach additional sheets if necessary.

PAYMENT TERMS

Total Agreed Fee:

Late Payment: Unpaid amounts shall accrue interest at the lesser of 1.5% per month (18% per annum) or the maximum rate permitted by applicable law, beginning on the date payment is due and continuing until paid. Client shall be responsible for reasonable collection costs incurred by Contractor, including attorneys' fees.

TERM AND TERMINATION

Term Start Date:   Term End Date (if applicable):

Either party may terminate this Appendix for convenience upon days' prior written notice to the other party. Termination for material breach shall be effective upon written notice if the breaching party fails to cure within days after receipt of such notice.

CONFIDENTIALITY

Each party acknowledges that in the performance of this Appendix it may receive Confidential Information of the other party. "Confidential Information" means nonpublic information designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each receiving party shall: (a) use Confidential Information only to perform its obligations under this Appendix; (b) restrict disclosure to those employees, agents or subcontractors with a need to know and who are bound by confidentiality obligations no less protective than those set forth herein; and (c) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Exceptions: Confidential Information does not include information that (i) is or becomes generally available to the public other than through a breach of this Appendix, (ii) was in the receiving party's possession prior to receipt from the disclosing party, (iii) is rightfully received from a third party without breach of an obligation of confidentiality, or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information. Disclosure required by law or court order shall be made only after prompt notice to the disclosing party and, where possible, an opportunity to seek a protective order.

GOVERNING LAW AND DISPUTE RESOLUTION

Governing Law State: . This Appendix shall be governed by and construed in accordance with the laws of the state entered above, without regard to its conflict of laws principles. The parties agree that any dispute arising out of or relating to this Appendix will be resolved as set forth in the Primary Agreement. If the Primary Agreement is silent, the parties submit to the exclusive jurisdiction of the courts located in the state entered above.

REPRESENTATIONS AND AUTHORITY

Each party represents and warrants that it has the full corporate power and authority to enter into this Appendix, that the signatory signing on its behalf is authorized to execute this Appendix, and that execution and performance of this Appendix will not violate any agreement, law, or order applicable to such party.

ENTIRE AGREEMENT

This Appendix, together with the Primary Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, and agreements, whether written or oral, relating thereto. In the event of any conflict between this Appendix and the Primary Agreement, the terms of this Appendix shall control only to the extent explicitly stated herein.

ADMINISTRATIVE DETAILS

ACKNOWLEDGMENT

By signing below, the undersigned represent and warrant that they are authorized to bind their respective parties to the terms of this Appendix and that the information provided in this Appendix is true, complete, and accurate to the best of their knowledge.

Sign Now