Business CFX Update

BUSINESS CFX UPDATE

Effective Date:   Update Number:

Parties and Recitals

Business Name:   Business Contact:

Provider Name:   Provider Contact:

WHEREAS, Business Name above and Provider Name above previously entered into a Customer Framework Agreement identified by Agreement Reference: (the "Agreement"); and

WHEREAS, the parties desire to amend and update certain operational, financial, and performance terms of the Agreement as set forth in this Business CFX Update (this "Update");

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

Scope of Work

Payment Terms

Amount payable under this Update: $

Late payment fee: . Interest shall accrue on overdue amounts from the due date until paid at the stated late fee or, if none stated, at the maximum rate permitted by applicable law.

Term and Termination

This Update shall commence on the Start Date: and shall remain in effect until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Update for convenience upon written notice to the other party not less than days prior to the effective date of termination. Either party may terminate this Update immediately upon written notice if the other party materially breaches this Update or the Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

For the purposes of this Update, "Confidential Information" means non-public business, technical, financial and other information disclosed by a disclosing party to the receiving party 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. The receiving party shall: (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Update; and (c) not disclose Confidential Information to any third party except to employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein.

Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of the receiving party; (ii) was rightfully in receiving party's possession prior to disclosure; (iii) is rightfully obtained by receiving party from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information. The receiving party may disclose Confidential Information where required by law or a valid order of a court or governmental authority, provided the receiving party gives prompt written notice to the disclosing party and cooperates to the extent reasonably requested to limit disclosure.

Representations and Warranties

Each party represents and warrants that it has the corporate power and authority to enter into and perform its obligations under this Update and that this Update, when executed by a duly authorized representative, will constitute a legal, valid and binding obligation enforceable against such party in accordance with its terms.

Governing Law; Dispute Resolution

This Update shall be governed by and construed in accordance with the laws of the jurisdiction of: without regard to its conflict of laws principles. The parties shall use good faith efforts to resolve disputes promptly through negotiation and, if not resolved, through mediation before pursuing formal litigation.

Amendment; Entire Agreement

Except as expressly amended by this Update, the Agreement remains in full force and effect. This Update constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior or contemporaneous written or oral understandings related to such subject matter. No modification of this Update shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Assignment: Neither party may assign or delegate its rights or obligations under this Update without the prior written consent of the other party, except that either party may assign to a successor in connection with a merger, acquisition, or sale of substantially all its assets.

Notices: All notices required or permitted under this Update shall be in writing and delivered to the addresses set forth below or to such other address as a party may specify by written notice in accordance with this paragraph.

Entity Type and Authorizations

Business Entity Type: Corporation LLC Partnership Other   If Other, describe:

Authorization: Each party represents that the person signing below is duly authorized to execute this Update on behalf of the respective party and that this Update is binding upon execution.

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