Business Clarification Items

Business Clarification Items

Client Name:    Counterparty Name:

Recitals

WHEREAS, Client and Counterparty have entered into a separate agreement governing the provision of goods and/or services and seek to clarify certain specifications, deliverables, assumptions and payment mechanics to avoid disputes and permit timely performance;

WHEREAS, the parties desire to set forth, in writing, discrete clarification items, the responsible party for each item, and target response dates so that the underlying work may proceed in accordance with the parties' mutual expectations;

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree that the clarification items set forth in this document are incorporated into the parties' working relationship and shall be governed by the terms herein.

Scope of Work

The parties confirm that the following description defines the scope for which clarifications are sought and which will inform any necessary adjustments to deliverables, schedule, and fees.

Clarification Items (List)

Each clarification item below identifies the issue, action requested, party responsible for responding or implementing, and a target response date. Responses shall be made in writing and, if required, accompanied by supporting documentation.

Payment Terms

The parties agree that clarifications which alter scope or deliverables may result in an adjustment to fees. All payments for clarified work shall be made according to the schedule below.

Late payments shall bear interest at the greater of: (i) a fixed rate of per month on the unpaid balance, or (ii) a flat late fee of for any invoice overdue by more than days.

Term and Termination

This Clarification Items document commences on the date executed below and remains in effect until either the clarifications are closed or the parties agree otherwise in writing.

Start Date:    End Date (if any):

Either party may terminate this Clarification Items document for material breach if such breach is not remedied within days following written notice to the other party. Termination shall not relieve either party of obligations accrued prior to termination.

Confidentiality

Each party shall maintain the confidentiality of any non-public information disclosed in connection with these clarification items and shall not disclose such information except to its employees, agents or subcontractors on a need-to-know basis who are bound by confidentiality obligations no less protective than those herein. Confidential information shall be retained for a period of years following disclosure, except to the extent required by law.

Governing Law

This Clarification Items document shall be governed by and construed in accordance with the laws of: without regard to its conflicts of law principles.

Entire Agreement; Amendment

This document, together with any referenced and executed change orders or signed clarifications, constitutes the entire agreement between the parties with respect to the matters addressed herein and supersedes all prior verbal or written communications on such matters. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

No assignment of rights or obligations under this document shall be effective without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Acknowledgment

The person signing below represents and warrants that they are duly authorized to execute this Clarification Items document on behalf of the party indicated and that the information provided herein is true and correct to the best of their knowledge.

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