Business Diagram Addendum

BUSINESS DIAGRAM ADDENDUM

This Business Diagram Addendum ("Addendum") is entered into as of Effective Date: by and between Company Name: (the "Company") and Counterparty Name: (the "Counterparty"), collectively the "Parties."

Parties' Contact Information

Recitals

WHEREAS, the Parties entered into an agreement entitled dated (the "Original Agreement");

WHEREAS, the Parties wish to supplement the Original Agreement to define the preparation, delivery, ownership, acceptance, confidentiality, and permitted uses of business diagrams and related visual deliverables described in this Addendum; and

WHEREAS, the diagrams are intended to clarify organizational structure, process flows, technical system topology, and other business representations as specified in this Addendum and incorporated into the Original Agreement.

Scope of Work

The Provider shall prepare and deliver the diagrams, documentation, and ancillary files described below in accordance with the specifications, format, and schedule set forth in this Addendum. The diagram deliverables shall be consistent with industry-accepted standards and suitable for review, implementation, and archival by the Parties.

Included Diagrams and Deliverables

The Parties agree that the following diagram types are included as part of the deliverables (select as applicable and provide specifics below):

Organizational chart
Process flow diagrams
System architecture diagrams
Network and topology diagrams
Data schema / ER diagrams
Other (specify)

Delivery and Acceptance

Deliverables shall be provided in the agreed formats and accompanied by a written statement of completeness. Delivery Method: Delivery Date:

The Company shall have a period of calendar days from receipt to provide written acceptance or rejection with stated deficiencies. Failure to reject within that period shall constitute acceptance.

Payment Terms

Late payments shall incur interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law, calculated monthly on the overdue balance from the due date until paid. Parties may alternatively specify a flat late fee of or percent %.

Term and Termination

This Addendum commences on Start Date: and continues until End Date: unless earlier terminated as provided herein.

Either Party may terminate this Addendum for convenience upon giving days' prior written notice to the other Party. Either Party may terminate for material breach upon written notice if the breach is not cured within days after receipt of written notice specifying the breach.

Confidentiality

All diagrams, underlying data, drafts, and associated documentation created or exchanged under this Addendum are Confidential Information of the disclosing Party. The receiving Party shall (a) use Confidential Information only for purposes of performance and acceptance under this Addendum, (b) restrict access to persons with a need to know, and (c) not disclose Confidential Information to third parties without prior written consent. Confidentiality obligations shall survive termination for a period of years, except to the extent a longer period is required by law.

Intellectual Property and License

Unless otherwise agreed in writing, the Party creating the diagrams shall retain copyright and ownership of original source files and intellectual property embodied in the diagrams. Upon full payment in accordance with this Addendum, the creating Party grants the recipient a non-exclusive, royalty-free license to use, reproduce, and distribute the final approved diagram deliverables for the recipient's internal business purposes. Any reuse, resale, or public distribution outside the recipient's organization requires prior written consent and may be subject to additional fees.

Warranties; Limitation of Liability

Each Party represents that it has the authority to enter into this Addendum. Diagram deliverables are provided "AS IS" except as expressly warranted in writing herein. Except for willful misconduct or gross negligence, neither Party shall be liable for indirect, consequential, or special damages. The aggregate liability of either Party for claims arising out of or relating to this Addendum shall not exceed the total fees paid under this Addendum.

Governing Law; Dispute Resolution

This Addendum shall be governed by the laws of the State of without regard to conflict of law principles. The Parties shall first attempt to resolve disputes through negotiated good-faith discussions. If unresolved within 30 days, disputes shall be resolved by the exclusive jurisdiction of the state and federal courts located in the chosen state, or as otherwise mutually agreed in writing.

Entire Agreement; Amendment

This Addendum, together with the Original Agreement, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes prior agreements and understandings. Any amendment to this Addendum must be in writing and signed by authorized representatives of both Parties.

Miscellaneous Provisions

If any provision of this Addendum is held unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and do not affect interpretation. The Parties shall execute such further documents as may be reasonably necessary to carry out the purposes of this Addendum.

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