Business Patch Document

BUSINESS PATCH DOCUMENT

This Business Patch Document ("Agreement") is entered into as of Effective Date: by and between the parties set forth below.

Parties

Recitals

WHEREAS, Business Name: and Counterparty Name: have previously entered into one or more agreements that govern certain business activities; and

WHEREAS, the parties desire to patch, amend, or supplement specific provisions of their existing arrangement to address the matters described below and to set forth the terms for performance and payment related to such patch; and

WHEREAS, the parties intend that this Agreement operate as an integrated amendment and statement of the patched obligations and shall control to the extent of any conflict with prior written provisions.

Scope of Work

The parties agree that Business shall perform the following patch work and related services in accordance with the terms of this Agreement. Parties acknowledge that the deliverables and acceptance criteria will be based on the description below.

Payment Terms

Fixed Fee Amount: $ payable in accordance with the schedule below.

Payments shall be due within calendar days of receipt of a proper invoice. Late payments shall accrue interest at the lesser of (i) a rate of percent per month, or (ii) the maximum rate permitted by applicable law. The parties acknowledge that interest and collection costs are cumulative and nondiscriminatory.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for any reason upon written notice delivered at least days prior to the effective termination date. Either party may terminate immediately for material breach by the other party that remains uncured thirty (30) days after written notice specifying the breach.

Confidentiality

"Confidential Information" means all non-public business, technical and financial information disclosed by either party to the other in connection with this Agreement, whether disclosed orally or in writing. Confidential Information does not include information that: (a) is or becomes generally available to the public through no breach; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is rightfully received by the receiving party from a third party without restriction; or (d) is independently developed without use of or reference to the disclosing party's Confidential Information.

The receiving party shall hold Confidential Information in confidence, use it only for performance under this Agreement, and not disclose it to third parties except to employees, contractors, or advisors who have a need to know and who are bound by obligations of confidentiality at least as protective as those set forth herein. Confidentiality obligations will survive termination for a period of years, or for such longer period as required by applicable law with respect to trade secrets.

Representations and Warranties; Liability

Each party represents and warrants that it has the authority to enter into this Agreement and that performance will not violate any applicable law or third-party obligation. BUSINESS MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, EXCEPT AS OTHERWISE STATED IN WRITING. Except for damages resulting from gross negligence, willful misconduct, or breach of confidentiality, each party's aggregate liability under this Agreement shall be limited to direct damages not to exceed the total fees paid by Counterparty under this Agreement during the twelve (12) month period preceding the claim.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall first attempt in good faith to resolve disputes by negotiation. If unresolved within thirty (30) days, the parties agree that any dispute shall be submitted to binding arbitration in accordance with the parties' agreement to arbitrate, unless the parties mutually agree otherwise in writing.

Entire Agreement; Amendments; Assignment

This Agreement, together with any documents expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment or modification shall be effective unless in a written instrument signed by duly authorized representatives of both parties. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a merger, sale of substantially all assets, or a change of control.

Notices

All notices or communications required or permitted under this Agreement shall be in writing and delivered to the contact addresses provided above or to such other address as a party may designate in writing. Notices shall be deemed given on the date of personal delivery, one business day after deposit with a nationally recognized overnight courier, or three business days after deposit in the U.S. mail, postage prepaid.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Headings are for reference only and shall not affect interpretation. The waiver of any breach shall not constitute a waiver of any other or subsequent breach.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date first written above.

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