Business MOC Addendum

BUSINESS MOC ADDENDUM

This Business MOC Addendum (Addendum Number: ) is made effective as of by and between:

Client Name: — Address:

Service Provider Name: — Address:

WHEREAS

WHEREAS, the parties entered into a Master Order Contract (MOC) dated and desire to amend certain terms of that MOC by this Addendum;

WHEREAS, the parties wish to document modifications to the scope of work, payment terms, and the term of the MOC as specified herein; and

WHEREAS, the parties acknowledge that this Addendum shall operate together with the MOC and that, except as expressly modified by this Addendum, the MOC remains in full force and effect.

SCOPE OF WORK

The Service Provider shall perform the additional duties and deliverables described below in conformity with the MOC and this Addendum:

PAYMENT TERMS

Compensation for the additional work described in this Addendum shall be as follows.

Late payment shall incur interest at the rate of % per month (or the maximum permitted by law if less). The Service Provider may suspend performance for amounts overdue more than days following written notice.

TERM AND TERMINATION

This Addendum commences on Start Date: and ends on End Date: , unless earlier terminated in accordance with this Addendum or the MOC.

Either party may terminate this Addendum for convenience upon days' prior written notice. Termination for cause may be exercised immediately upon material breach that remains uncured for a period of 10 days after delivery of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party to the other, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information excludes information that (a) is or becomes generally known to the public without breach of any obligation owed to the Discloser, (b) was known to the Recipient prior to disclosure by the Discloser without restriction on use or disclosure, (c) is received from a third party without breach of any obligation of confidentiality, or (d) is independently developed by the Recipient without use of the Discloser's Confidential Information.

The Recipient shall (i) use Confidential Information solely to perform its obligations under the MOC and this Addendum, (ii) restrict disclosure to employees, agents, or subcontractors with a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (iii) exercise at least the same degree of care to prevent disclosure as it uses to protect its own Confidential Information, but in no event less than reasonable care. Upon termination or written request, the Recipient shall return or destroy the Discloser's Confidential Information and certify such return or destruction in writing.

GOVERNING LAW

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, except that either party may seek injunctive relief in any court of competent jurisdiction to protect its Confidential Information or intellectual property.

ENTIRE AGREEMENT

This Addendum, together with the MOC, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No waiver, modification, or amendment of any provision of this Addendum shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party shall assign its rights or delegate its duties under this Addendum without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that either party may assign this Addendum in connection with a merger, sale of substantially all assets, or corporate reorganization.

Taxes and Withholding: Each party is responsible for its own taxes arising from performance under this Addendum. If withholding is required by applicable law, the paying party shall withhold only the amounts necessary and provide the payee with appropriate documentation.

Exhibits Attached: Exhibit A (if checked, list exhibit description):

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