Business Programme Addendum

BUSINESS PROGRAMME ADDENDUM

This Business Programme Addendum (the "Addendum") is entered into as of Effective Date: by and between Company Name: with principal address: and Programme Provider Name: with principal address: .

RECITALS

WHEREAS, the parties entered into a Business Programme Agreement dated (the "Agreement");

WHEREAS, the parties desire to amend certain terms of the Agreement to define the scope, payment, and governance of the programme as set forth in this Addendum; and

WHEREAS, except as expressly modified by this Addendum, all terms and conditions of the Agreement remain in full force and effect.

SCOPE OF WORK

MODIFICATIONS TO AGREEMENT

The Agreement is modified as follows. Each listed modification supersedes conflicting provisions of the Agreement to the extent of the inconsistency.

Effective Date:

Effective Date:

Effective Date:

PAYMENT TERMS

Programme Fee: .

Late Payment: In the event of overdue payment, interest shall accrue at the rate of on the outstanding balance, calculated monthly, plus any reasonable collection costs.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Addendum for convenience by providing written notice to the other party at least prior to the intended termination date. Termination for cause may be effected immediately upon written notice if the breaching party fails to cure a material breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

The parties acknowledge that in connection with performance under this Addendum, each party may receive or have access to Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated as confidential or that reasonably should be understood to be confidential. Each receiving party shall: (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information solely to perform obligations under this Addendum; and (c) not disclose Confidential Information to any third party except to employees, agents or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

The obligations of confidentiality will survive for a period of from the date of disclosure or for such longer period as required by applicable law.

INTELLECTUAL PROPERTY AND DATA

Unless otherwise expressly agreed in writing, each party retains ownership of its pre-existing intellectual property. Rights to any programme materials, deliverables or data created specifically in furtherance of the programme shall be allocated as follows:

COMPLIANCE WITH LAWS

Each party shall perform its obligations in compliance with all applicable laws, rules and regulations. Neither party shall knowingly take any action that would cause the other party to be in violation of applicable law.

GOVERNING LAW

This Addendum shall be governed by and construed in accordance with the laws of the State of without giving effect to conflict of law principles that would result in the application of the laws of another jurisdiction.

ENTIRE AGREEMENT

This Addendum, together with the Agreement and any exhibits or attachments expressly referenced herein, 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. No amendment to this Addendum will be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Addendum is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. Headings are for convenience only and shall not affect interpretation.

Sign Now