Business Pricing Update

BUSINESS PRICING UPDATE

This Business Pricing Update (the "Update") is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client and Service Provider are parties to a written agreement titled Agreement Name: dated Agreement Date: (the "Agreement");

WHEREAS, the parties desire to amend the pricing and billing terms applicable to certain services described herein and to memorialize new rates, billing schedules, and related terms effective as of the Effective Date.

SCOPE OF WORK

UPDATED PRICING

The parties agree that the prices for the services identified below shall be revised as set forth. These revised prices supersede any conflicting price term in the Agreement for the listed services.

Current Price: $     Updated Price: $     Price Effective On:

Current Price: $     Updated Price: $     Price Effective On:

Current Price: $     Updated Price: $     Price Effective On:

PAYMENT TERMS

All invoices reflecting updated pricing shall be payable in accordance with the billing schedule selected below. Unless otherwise agreed, invoices are due Net: days from invoice date.

Monthly    Quarterly    Upon Completion / Milestone    Other:

Late Payment: Unpaid amounts shall accrue interest at the lesser of the maximum rate permitted by law or , or a flat late fee of $ per overdue invoice, at the Service Provider's election.

TERM AND TERMINATION

This Update shall commence on Start Date: and shall continue through End Date: , unless earlier terminated in accordance with this section.

Either party may terminate this Update for convenience upon prior written notice to the other party of no fewer than days. Termination of this Update shall not relieve either party of obligations incurred prior to the effective date of termination, including payment for services performed.

CONFIDENTIALITY

The parties acknowledge that pricing, discount structures, cost information, and any supporting documentation exchanged under this Update constitute Confidential Information. Each party shall maintain such Confidential Information in strict confidence, shall use it only for purposes of performing the Agreement and this Update, and shall not disclose it to any third party except to employees, agents, or affiliates who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein. The obligations of confidentiality do not apply to information that: (a) is or becomes public through no breach by the receiving party; (b) is rightfully received from a third party without restriction; (c) was known prior to disclosure; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

GOVERNING LAW

This Update 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 federal and state courts located in that state for the resolution of disputes arising under this Update.

ENTIRE AGREEMENT

This Update, together with the Agreement, constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral, relating to the same subject. Except as expressly amended by this Update, all terms and conditions of the Agreement remain in full force and effect.

NOTICES

All notices under this Update shall be in writing and delivered in accordance with the Agreement's notice provisions or to the notice addresses provided above.

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