Business Program Update

BUSINESS PROGRAM UPDATE

Program Name:    Update Effective Date:

RECITALS

WHEREAS, Program Operator: (referred to herein as "Operator") administers the business program identified above pursuant to an existing Services Agreement; and

WHEREAS, Client: (referred to herein as "Client") participates in the Program and the parties desire to document the updates to the Program as set forth in this Business Program Update; and

WHEREAS, the parties intend for this Business Program Update to amend and supplement the existing Agreement only as expressly provided below, and to continue all other terms of the Agreement except as modified herein.

SCOPE OF WORK

Description of update and deliverables. The Operator shall implement the following changes, enhancements, or modifications to the Program. Unless expressly limited below, all deliverables shall meet the specifications and timelines described in this section.

Program scope change    Pricing change    Schedule or milestone change    Termination or wind-down    Other

PAYMENT TERMS

Compensation for the updated deliverables shall be as follows. Any amounts due under this Update shall be invoiced and paid in accordance with the schedule below.

Late payments shall accrue interest at a rate of on outstanding balances, or the maximum rate permitted by law, whichever is lower. Client shall also reimburse Operator for reasonable collection costs, including attorneys' fees, incurred in collecting past due amounts.

TERM AND TERMINATION

This Update shall commence on and shall remain in effect until unless earlier terminated as provided below.

Either party may terminate this Update for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach that remains uncured for thirty (30) days after written notice specifying the breach. Termination of this Update shall not relieve Client of its obligation to pay for work performed and expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that, in the course of performing under this Update, it may receive confidential and proprietary information of the other party ("Confidential Information"). Each party agrees to hold Confidential Information in strict confidence, to use it only for the purposes of performing its obligations under this Update, and not to disclose it to any third party except to employees, advisors, or permitted subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. Confidential Information shall not include information that is or becomes publicly available through no fault of the receiving party or is independently developed without use of the disclosing party's Confidential Information.

Upon termination or expiration of this Update, the receiving party shall promptly return or destroy all Confidential Information of the disclosing party and certify such return or destruction upon request.

GOVERNING LAW

This Update shall be governed by and construed in accordance with the laws of the State of , without regard to its choice-of-law rules.

ENTIRE AGREEMENT; AMENDMENT

This Business Program Update, together with the existing Services Agreement and any exhibits or schedules expressly referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes prior discussions and understandings relating thereto. Any amendment to this Update must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

If any provision of this Update is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or delegate its obligations under this Update without the prior written consent of the other party, except to a successor in interest in connection with a merger or sale of substantially all of the party's assets.

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