Business Clause Addendum

BUSINESS CLAUSE ADDENDUM

Parties and Effective Date

Effective Date:

WHEREAS

WHEREAS, the parties entered into a written agreement titled: dated (the "Original Agreement");

WHEREAS, the parties desire to amend and supplement certain provisions of the Original Agreement as set forth in this Business Clause Addendum (the "Addendum") to clarify obligations, update payment mechanics, and add confidentiality obligations;

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. Scope of Work (Supplemental)

2. Payment Terms

Amount Due:

Late Payment: If any undisputed amount remains unpaid beyond the applicable due date, interest shall accrue at the lesser of (a) per month or (b) the maximum permitted by law. In addition, the non-prevailing party shall be responsible for reasonable collection costs and attorneys' fees incurred by the prevailing party.

3. Term and Termination

Term Commencement: . Termination Date / Review Date: .

Termination for Convenience: Either party may terminate this Addendum for convenience upon providing days' prior written notice to the other party. Termination for Cause: Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after written notice.

4. Confidentiality

Each party (a "Receiving Party") acknowledges that it may receive Confidential Information of the other party (a "Disclosing Party"). "Confidential Information" means non-public information disclosed in any form that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligation: The Receiving Party shall (i) not disclose Confidential Information to any third party except to employees, agents or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; (ii) use Confidential Information solely for performance of this Addendum; and (iii) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care.

Exclusions: Confidential Information does not include information that (a) is or becomes publicly available through no breach; (b) was known by the Receiving Party prior to disclosure as shown by written records; (c) is independently developed without use of Confidential Information; or (d) is rightfully obtained from a third party without restriction.

Return or Destruction: Upon termination or written request, the Receiving Party shall return or destroy Confidential Information and certify in writing that it has done so, except to the extent retention is required by law or reasonable backup procedures.

5. Governing Law and Jurisdiction

This Addendum shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising under this Addendum.

6. Entire Agreement; Amendment; Miscellaneous

Entire Agreement: Except as expressly modified by this Addendum, the Original Agreement remains in full force and effect. This Addendum, together with the Original Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications.

Amendment and Waiver: No amendment, modification or waiver of any provision of this Addendum shall be effective unless in a writing signed by duly authorized representatives of both parties. No failure or delay in exercising any remedy shall operate as a waiver of that remedy.

Severability: If any provision of this Addendum is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect to the maximum extent permitted by law.

Authority: Each signatory below represents and warrants that they are duly authorized to execute this Addendum on behalf of the party for whom they sign.

Execution

IN WITNESS WHEREOF, the parties have executed this Business Clause Addendum as of the Effective Date stated above.

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