Business Quarterly Upgrade

BUSINESS QUARTERLY UPGRADE AGREEMENT

This Business Quarterly Upgrade Agreement (the Agreement) is made effective as of Effective Date: by and between Service Provider Name: and Client Name: .

WHEREAS

WHEREAS, Service Provider provides business services and solutions as described in existing client agreements and seeks to upgrade the level of service for the Client on a quarterly basis under the terms set forth herein;

WHEREAS, the Parties desire to amend and supplement the existing service relationship to reflect upgraded deliverables, revised fees, and a quarterly review and billing cadence, subject to the terms of this Agreement; and

WHEREAS, the Parties intend that this Agreement set forth the obligations, payment terms, confidentiality obligations, and termination rights applicable to the quarterly upgrade.

SCOPE OF WORK

Service Provider shall deliver the upgraded services described below with reasonable skill and care in accordance with the agreed quarterly schedule. Specific tasks, deliverables, acceptance criteria, and performance metrics shall be described in the Scope of Work.

UPGRADE DETAILS

Quarter:     Year:

PAYMENT TERMS

In consideration for the Upgrade, Client shall pay Service Provider the fees specified below. All amounts are payable in U.S. dollars unless otherwise agreed in writing.

All late amounts shall accrue interest at the rate specified above and Service Provider may suspend performance for accounts overdue beyond the payment due period after providing seven (7) days' written notice. Client is responsible for reasonable collection costs, including attorneys' fees, incurred in enforcing payment obligations.

TERM AND TERMINATION

The term of this Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure the breach within thirty (30) days of receiving written notice specifying the breach. Termination does not relieve Client of obligations to pay amounts accrued prior to termination. Sections that by their nature survive termination will remain in effect.

CONFIDENTIALITY

Each Party acknowledges that information disclosed in connection with this Agreement may be confidential and proprietary (Confidential Information). Receiving Party shall: (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) 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; and (iii) 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 this Agreement.

Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) is lawfully received from a third party without restriction; or (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. Either Party may disclose Confidential Information as required by law or valid order of a court or governmental authority provided it gives prompt notice and cooperates to seek protective treatment.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the governing state specified above, without regard to conflict of laws principles. The Parties shall attempt in good faith to resolve disputes promptly by negotiation between senior executives. If unresolved within thirty (30) days, disputes may be resolved by binding arbitration or litigation as selected by the Parties in writing.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. No amendment or waiver of any provision shall be effective unless in writing and signed by both Parties.

ADDITIONAL PROVISIONS

The Parties represent and warrant that they have the authority to enter into this Agreement, that the individuals signing below are duly authorized, and that the Agreement is binding and enforceable in accordance with its terms.

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