Business Office Addon

BUSINESS OFFICE ADDON

This Business Office Addon (the "Addon") is made and entered into as of Effective Date: by and between Client Name: with principal address at Client Address: , and Provider Name: with principal address at Provider Address: .

WHEREAS

WHEREAS, the parties previously entered into a Master Services Agreement dated Master Agreement Date: (the "Master Agreement"), which governs the relationship between the parties;

WHEREAS, Client requires additional office services, administrative support, and/or physical office space improvements at Office Location: (the "Office"); and

WHEREAS, Provider is willing to supply the additional office services and undertake the work described in this Addon on the terms and conditions set forth below.

SCOPE OF WORK

Provider shall perform the services and deliverables described in this Scope of Work. The parties agree that any work not expressly described herein is outside the scope and will require a written change order signed by both parties.

PAYMENT TERMS

Client shall pay Provider for the services provided under this Addon in accordance with the following fees and schedule. All amounts are payable in United States dollars unless otherwise agreed in writing.

Payment Schedule: Monthly Quarterly Upon Invoice   Invoices shall be due within Net Days: days of invoice date.

Late Payment: Any amount not paid when due shall accrue interest at the lesser of (a) Late Fee: , or (b) the maximum rate permitted by applicable law. Client shall also be responsible for reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

This Addon commences on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Addon for convenience upon providing written notice to the other party at least Notice Period: days prior to the effective date of termination. 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.

CONFIDENTIALITY

Each party acknowledges that during the performance of this Addon it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in connection with this Addon, including business operations, financial information, customer lists, trade secrets, and technical data. The receiving party shall (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) use Confidential Information solely for the purpose of performing under this Addon; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein. Confidential Information does not include information that is (i) publicly available through no breach of this Addon, (ii) rightfully received from a third party without restriction, (iii) independently developed without use of Confidential Information, or (iv) required to be disclosed by law, provided the disclosing party gives prompt notice and limits such disclosure to the extent possible. The obligations in this paragraph survive termination for a period of Confidentiality Term: .

GOVERNING LAW

This Addon 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 in that state for any disputes arising out of this Addon.

ENTIRE AGREEMENT

This Addon, together with the Master Agreement, 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. Except as expressly provided herein, no amendment, modification or waiver of any provision of this Addon will be effective unless in writing and signed by authorized representatives of both parties.

INDEMNIFICATION AND LIMITATION

Each party shall indemnify and hold harmless the other party and its officers, directors, employees and agents from and against any third-party claims, damages, losses and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence or willful misconduct in the performance of this Addon. Except for claims arising from a party's gross negligence, willful misconduct or breach of confidentiality, neither party shall be liable for consequential, incidental, indirect or punitive damages.

NOTICES

All notices, requests, consents and other communications required or permitted under this Addon must be in writing and sent to the addresses below for each party.

MISCELLANEOUS

Assignment: Neither party may assign its rights or delegate its duties under this Addon 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 similar transaction provided the assignee assumes the assigning party's obligations. Severability: If any provision of this Addon is held unenforceable, the remaining provisions will continue in full force and effect. Waiver: Failure to enforce any provision shall not constitute a waiver of future enforcement of that or any other provision.

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