Business MSA Revision

BUSINESS MSA REVISION

This Business MSA Revision (“Amendment”) is made effective as of by and between (the "Company") and (the "Service Provider"). Company and Service Provider may be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Parties entered into a Master Services Agreement dated (the "MSA"), which sets forth general terms and conditions governing the provision of services; and

WHEREAS, the Parties desire to amend the MSA pursuant to the terms and conditions set forth in this Amendment to reflect changes to scope, fees, and certain contractual provisions; and

WHEREAS, except as expressly modified by this Amendment, the MSA remains in full force and effect and shall continue to bind the Parties.

AMENDMENT

1. Amendment to MSA. The Parties agree that the MSA is hereby amended as set forth in this Amendment. All capitalized terms used but not defined in this Amendment have the meanings given to them in the MSA.

SCOPE OF WORK

PAYMENT TERMS

All payments are due in accordance with the Payment Schedule. Overdue amounts shall accrue interest at the rate set forth above beginning on the date payment is due and continuing until paid in full. The prevailing Party shall be entitled to recover reasonable collection costs and attorneys’ fees arising from the enforcement of payment obligations.

TERM AND TERMINATION

1. Term. The term of the MSA, as amended by this Amendment, shall commence on and shall continue until unless earlier terminated in accordance with this Section.

2. Termination for Convenience. Either Party may terminate this Agreement (including the affected Work Orders under the MSA) for convenience upon providing written notice at least days prior to the proposed termination date.

3. Termination for Cause. Either Party may terminate immediately for material breach if the breaching Party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall be in addition to any other remedies available at law or in equity.

4. Survival. The Parties agree that rights and obligations that by their nature should survive termination or expiration of the MSA shall so survive, including but not limited to payment obligations, confidentiality, indemnification, and limitation of liability provisions.

CONFIDENTIALITY

Each Party shall maintain the confidentiality of the other Party’s Confidential Information and shall not disclose such Confidential Information to any third party except as expressly permitted in the MSA. "Confidential Information" includes non-public business, technical, financial, and customer information disclosed in any form. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving Party; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of the disclosing Party’s Confidential Information; or (d) is required to be disclosed by law, provided that the receiving Party gives prompt notice to the disclosing Party and cooperates in any reasonable protective measures.

Upon termination or expiration, each Party shall promptly return or destroy the other Party’s Confidential Information and certify such return or destruction upon request. Monetary damages alone may be inadequate to remedy a breach of confidentiality; the non-breaching Party shall be entitled to seek equitable relief including injunctive relief in addition to other remedies.

LIMITATION; INDEMNIFICATION (SUMMARY)

Except as modified in this Amendment, the liability, indemnity, and limitation provisions of the MSA govern the Parties’ rights and remedies. No amendment herein shall be construed to expand the caps on liability or indemnity obligations unless expressly stated in a written amendment signed by authorized representatives of both Parties.

GOVERNING LAW

This Amendment shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The Parties agree that exclusive venue for any dispute arising out of this Amendment shall be the state and federal courts located in that State, and the Parties submit to the personal jurisdiction of such courts.

ENTIRE AGREEMENT; EFFECT OF AMENDMENT

This Amendment, together with the MSA and any executed work statements or schedules referenced therein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes any prior or contemporaneous understandings or agreements, written or oral, relating to such subject matter. Except as expressly modified by this Amendment, all terms and conditions of the MSA remain unmodified and in full force and effect. In the event of a conflict between the terms of this Amendment and the terms of the MSA, the terms of this Amendment will control.

MISCELLANEOUS

Any notices required or permitted under this Amendment shall be given in accordance with the notice provisions of the MSA. No waiver of any provision of this Amendment shall be effective unless in writing and signed by an authorized representative of the waiving Party.

The Parties represent and warrant that their signatories are authorized to execute this Amendment on behalf of their respective organizations.

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the dates indicated below.

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