Business Appendix Template

BUSINESS APPENDIX TEMPLATE

Effective Date:    Reference Agreement Date:

Parties

Recitals

WHEREAS, Party A and Party B entered into a principal agreement identified as: dated ; and

WHEREAS, the parties desire to set forth additional terms, deliverables, and payment arrangements specific to the services described in this Appendix and to incorporate those terms into the principal agreement.

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

Scope of Work

Payment Terms

Total Compensation (not including reimbursable expenses): $

Late Payment Fee: on overdue amounts, compounded monthly to the extent permitted by law.

Term and Termination

Term Commencement Date:    Term Expiration Date:

Confidentiality

Each party acknowledges that in the course of performance it may receive Confidential Information as defined below. "Confidential Information" means non-public, proprietary information disclosed in tangible or intangible form that is identified as confidential at disclosure or that, by its nature, would reasonably be considered confidential. Confidential Information does not include information that: (a) is or becomes generally known to the public through no fault of the receiving party; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of the disclosing party's Confidential Information; or (d) is required to be disclosed pursuant to lawful process, provided the disclosing party is given prompt notice to seek protective relief.

The receiving party will: (i) use Confidential Information solely to perform obligations under this Appendix; (ii) restrict access to employees and contractors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein; and (iii) return or destroy Confidential Information upon request. The obligations in this section will survive termination of this Appendix for years, except with respect to trade secrets, for which confidential treatment will continue as provided by law.

Intellectual Property

Unless otherwise agreed in writing, all work product specifically created for Party A under this Appendix ("Deliverables") will be owned by upon full payment. Party B retains ownership of its pre-existing tools, know-how, and general skills. If licenses are granted, they must be expressly stated and limited in scope and duration.

Change Orders

Any material change to the Scope of Work, schedule, or compensation will be made only by a written change order signed by authorized representatives of both parties. Change orders will specify the effect on price, schedule, and deliverables.

Governing Law

This Appendix will be governed by and construed in accordance with the laws of the State of without regard to choice-of-law principles. The parties submit to the exclusive jurisdiction of the courts located in that State for disputes arising under this Appendix.

Representations; Warranties; Remedies

Each party represents that it has full power and authority to enter into this Appendix and that performance will not violate any other agreement. Party B warrants that Deliverables will materially conform to the Acceptance Criteria for a period of days following acceptance. The remedies provided in this Appendix are exclusive to the extent permitted by law.

Entire Agreement

This Appendix, together with the principal agreement identified above, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, and understandings, whether written or oral. In the event of any inconsistency between this Appendix and the principal agreement, the terms of this Appendix will govern to the extent explicitly stated herein.

Miscellaneous

Notices required under this Appendix will be given in writing to the addresses set forth in the principal agreement or to the addresses identified above. If any provision is held unenforceable, the remainder will continue in full force and effect. No waiver of any breach will be effective unless in writing and signed by the waiving party.

Exhibit A - Detailed Specifications    Exhibit B - Pricing Schedule    Other:

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