Business Document Additional Documents

Business Document Additional Documents

This Additional Documents Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: and Provider Name: (each a Party and collectively the Parties).

WHEREAS / RECITALS

WHEREAS, the Parties previously entered into a principal agreement entitled Principal Agreement Reference: dated Agreement Date: (the Principal Agreement); and

WHEREAS, the Parties desire to identify, describe, and incorporate by reference certain additional documents, exhibits, schedules, and deliverables to supplement the Principal Agreement and to set forth related terms concerning those additional documents.

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

SCOPE OF ADDITIONAL DOCUMENTS

The Additional Documents consist of those items listed below and any accompanying exhibits, schedules, or appendices. Each Additional Document is incorporated into the Principal Agreement and has the same force and effect as if fully set forth in the Principal Agreement.

PAYMENT TERMS

Unless otherwise provided in the Principal Agreement, payment for services and deliverables described in the Additional Documents shall be as follows.

All payments are due in U.S. dollars. If payments are not received when due, the receiving Party may suspend performance of obligations under the Additional Documents until payment is made, in addition to any other remedies available at law or equity.

TERM AND TERMINATION

The term applicable to the Additional Documents shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Agreement.

Either Party may terminate the Additional Documents for material breach by the other Party where such breach is not cured within the notice period specified above. Termination does not relieve either Party of obligations accrued prior to termination, including payment for work performed.

CONFIDENTIALITY

Each Party acknowledges that in the course of performance it may receive Confidential Information of the other Party. "Confidential Information" means non-public information disclosed in any form that is designated as confidential or which a reasonable person would understand to be confidential given its nature and the circumstances of disclosure.

The receiving Party shall (a) use Confidential Information only for purposes of performing under the Additional Documents, (b) restrict disclosure to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein, and (c) use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information does not include information that (i) is or becomes public other than by the receiving Party's breach, (ii) is rightfully received from a third party without restriction, or (iii) is independently developed without use of the disclosing Party's Confidential Information.

Upon termination or expiration of the Additional Documents, the receiving Party shall, at the disclosing Party's request, return or destroy Confidential Information and certify in writing its compliance with this obligation.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located within that State for resolution of disputes.

ENTIRE AGREEMENT; AMENDMENT

The Additional Documents, together with the Principal Agreement, constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior and contemporaneous understandings and agreements, whether written or oral. No amendment or waiver of any provision of this Agreement shall be effective unless made in writing and signed by authorized representatives of both Parties.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, except to an affiliate or in connection with a sale of substantially all of its assets or equity.

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