Business Changes Agreement

BUSINESS CHANGES AGREEMENT

This Business Changes Agreement (Agreement) is made effective as of Effective Date: by and between Service Provider Name: and Client Name: .

WHEREAS

WHEREAS, the parties previously entered into a written agreement dated (Prior Agreement), which set forth services and commercial terms subsequently performed by the Service Provider;

WHEREAS, the parties wish to amend the Prior Agreement to reflect changes in scope, schedule, and compensation as set forth in this Agreement; and

WHEREAS, the parties intend that the modifications described herein shall govern the relationship between them with respect to the subject matter described in the Prior Agreement and any conflicting provisions of the Prior Agreement shall be superseded to the extent of such conflict; reference to the affected provisions of the Prior Agreement: .

SCOPE OF WORK

The Service Provider shall perform the changes described above in accordance with any schedules or milestones set forth in this Agreement and shall coordinate with Client personnel as required to effect timely completion.

PAYMENT TERMS

All amounts are stated in the currency specified in the Prior Agreement and are exclusive of any applicable taxes. Responsibility for taxes applicable to the payment shall be:

TERM AND TERMINATION

Term Commencement Date: — Term Expiration Date: .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Termination for material breach shall be effective after written notice and a cure period of days if the breach remains uncured.

Upon termination, Client shall pay Service Provider for all work performed and documented expenses incurred up to the effective date of termination, subject to any offsets permitted under the Prior Agreement.

CONFIDENTIALITY

Each party shall maintain in confidence all non-public information disclosed by the other 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 ("Confidential Information"). Confidentiality obligations shall continue for a period of years from the date of disclosure.

Notwithstanding the foregoing, Confidential Information does not include information that: (a) is or becomes generally known to the public through no fault of the receiving party; (b) was lawfully known to the receiving party prior to disclosure; or (c) is rightfully obtained from a third party without breach of any obligation of confidentiality.

GOVERNING LAW

The parties agree that this Agreement shall be governed by and construed in accordance with the laws of the state specified above, without regard to its conflicts of law principles.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with the Prior Agreement as modified herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral, relating to such subject matter. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

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