Business Manager Update

BUSINESS MANAGER UPDATE

This Business Manager Update ("Update") is made effective as of by and between Company Name: ("Company") and Business Manager Name: ("Business Manager").

WHEREAS

WHEREAS, Company and Business Manager are parties to a management services relationship pursuant to a prior written agreement, and Company desires to document certain updates to the identity, contact information, and responsibilities of the Business Manager;

WHEREAS, Business Manager represents that Business Manager has the requisite authority, qualifications and resources to perform the management services described herein and agrees to accept the duties and obligations set forth in this Update;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.

UPDATE DETAILS

Change of Manager Contact Information Scope/Responsibility Change

SCOPE OF WORK

The Business Manager shall perform the services, duties and responsibilities described below and any other tasks reasonably related to management functions as agreed in writing by the parties.

PAYMENT TERMS

In consideration for services rendered under this Update, Company shall pay Business Manager in accordance with the terms below. All amounts are payable in lawful currency and are exclusive of any taxes unless otherwise stated.

Unless otherwise agreed, undisputed invoices not paid within the agreed payment period shall accrue the late fee specified above. Acceptance of late payments shall not constitute a waiver of the right to prompt payment or other remedies.

TERM AND TERMINATION

This Update commences on the Commencement Date set forth below and continues until the Termination Date set forth below, unless earlier terminated in accordance with this section.

Commencement Date:

Termination Date:

Either party may terminate this Update for material breach by the other party if such breach remains uncured thirty (30) days after written notice specifying the breach. Termination shall be without prejudice to any rights or remedies accrued prior to termination.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party to the other in connection with this Update, whether disclosed orally, in writing, electronically or by inspection, that is designated as confidential or that reasonably should be understood to be confidential. The recipient shall: (a) hold Confidential Information in strict confidence and use at least the same degree of care used to protect its own confidential information but no less than a reasonable degree of care; (b) use Confidential Information solely to perform obligations under this Update; and (c) not disclose Confidential Information to any third party except to employees, agents or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein. Exceptions include information that is or becomes publicly available through no breach by the recipient, was known to the recipient prior to disclosure, was rightfully received from a third party without restriction, or is independently developed without use of Confidential Information. The obligation of confidentiality shall survive termination of this Update for a period of three (3) years, except with respect to trade secrets for which confidentiality shall remain for such time as the information remains a trade secret under applicable law.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Update, together with any documents expressly referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous proposals, agreements, oral or written communications and understandings relating to such subject matter. Any amendment or modification of this Update must be in writing and signed by authorized representatives of both parties.

If any provision of this Update is held to be invalid or unenforceable, that provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

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