Business Error Document

BUSINESS ERROR DOCUMENT

This Business Error Document ("Document") is entered into as of by and between:

WHEREAS

WHEREAS, Issuer has previously issued records, statements, or invoices relating to certain transactions between Issuer and Recipient (the "Records"), and Issuer has identified one or more errors in the Records that materially affect the parties' rights or obligations; and

WHEREAS, the parties desire to document the nature of the identified error, the corrective action to be taken, the payment or credit adjustments (if any), and the responsibilities of each party with respect to implementation and confidentiality of this correction;

WHEREAS, the parties intend for this Document to serve as a complete record of the agreed correction and to set forth the exclusive remedies and procedures for resolution of the specified error.

SCOPE OF WORK / DESCRIPTION OF ERROR

PAYMENT TERMS

Adjustment Amount (if any) to be credited or paid:

Late Fee for any overdue payment:

Any credited amounts will be applied against outstanding balances in the order agreed by the parties, and each party expressly waives any other adjustment method unless mutually agreed in writing.

TERM AND TERMINATION

This Document becomes effective on and will remain in effect until unless earlier terminated pursuant to its terms.

Either party may terminate this Document for material breach by the other party if the breaching party fails to cure such breach within the notice period set forth above. Termination shall not relieve either party of obligations accrued prior to termination.

CONFIDENTIALITY

For the purposes of this Document, "Confidential Information" means non-public information disclosed by either party in connection with the identification and correction of the error, including records, calculations, communications and business processes. Each party agrees to: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than a reasonable degree of care; (b) use Confidential Information solely to implement the corrective actions described herein; and (c) not disclose Confidential Information to any third party except to its employees, agents or professional advisors who have a need to know and who are bound to confidentiality obligations at least as restrictive as those set forth herein.

Confidentiality obligations shall survive termination of this Document for a period of years, except with respect to information that becomes publicly available other than by breach of this provision or is required to be disclosed by law or legal process.

REPRESENTATIONS AND REMEDIES

Each party represents that it has full authority to enter into this Document and to perform its obligations hereunder. The parties agree that the remedies set forth in this Document for correction of the specified error are intended to be the exclusive contractual remedies between the parties with respect to the subject matter of this Document, except for remedies for willful misconduct or fraud.

GOVERNING LAW

This Document shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws principles.

ENTIRE AGREEMENT

This Document constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, relating to the correction described herein. Any amendment or modification of this Document must be in writing and signed by both parties.

ACKNOWLEDGMENT

The parties acknowledge that they have read this Document, understand its terms, and agree that it accurately reflects the agreed correction and remedies. Each party certifies that the information provided herein is true and complete to the best of its knowledge.

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