Business Offer Addendum

BUSINESS OFFER ADDENDUM

This Business Offer Addendum (this "Addendum") is entered into as of Effective Date: by and between Offeror Name: and Recipient Name: .

WHEREAS

WHEREAS, Offeror and Recipient previously exchanged an Offer or Agreement dated (the "Original Offer");

WHEREAS, the parties desire to modify certain terms of the Original Offer as set forth herein to reflect revised commercial terms and the scope of services to be provided; and

WHEREAS, this Addendum shall supplement and amend the Original Offer, and except as expressly modified by this Addendum, all terms and conditions of the Original Offer remain in full force and effect.

NOW, THEREFORE

In consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. SCOPE OF WORK

The Offeror shall perform the additional services or deliverables described below. This description supersedes or supplements any conflicting description in the Original Offer.

2. PAYMENT TERMS

Compensation for the services and/or deliverables described in Section 1 shall be paid as follows.

If payment is not received by the due date, a late fee of of the overdue balance per month, or a flat fee of , whichever is greater, shall accrue until paid in full. Any dispute as to amounts due shall not excuse timely payment of undisputed portions.

3. TERM AND TERMINATION

This Addendum shall commence on Start Date: and shall expire on End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Addendum for convenience upon providing written notice to the other party at least days prior to the effective termination date. 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.

4. CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. The receiving party 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 not less than reasonable care; (b) not disclose Confidential Information to any third party except those employees, agents, or subcontractors who need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) use Confidential Information solely for the performance of obligations under the Original Offer and this Addendum. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, is lawfully obtained from a third party without restriction, or is independently developed by the receiving party without use of the disclosing party's Confidential Information. Upon termination or written request, the receiving party shall return or destroy Confidential Information and certify such return or destruction within a commercially reasonable time.

5. GOVERNING LAW

This Addendum shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to conflict of law principles.

6. ENTIRE AGREEMENT

This Addendum, together with the Original Offer, 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, between the parties. No amendment to this Addendum shall be effective unless in writing and signed by duly authorized representatives of both parties.

7. MISCELLANEOUS

Assignment: Neither party may assign its rights or delegate its obligations under this Addendum without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, sale of substantially all assets or corporate reorganization provided the assignee assumes the assigning party's obligations in writing.

Severability: If any provision of this Addendum is held invalid or unenforceable, the remainder of this Addendum shall continue in full force and effect and the parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid, enforceable provision that achieves, to the extent possible, the parties' original intent.

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