Business Reaffirmation Document

BUSINESS REAFFIRMATION DOCUMENT

Parties

Recitals

WHEREAS, the Reaffirming Party and the Counterparty entered into an existing agreement titled dated (the "Original Agreement");

WHEREAS, the Parties desire to reaffirm, confirm and restate certain obligations, covenants and payment responsibilities under the Original Agreement as set forth herein, and to provide a contemporaneous statement of continuing obligations for commercial and internal record purposes;

NOW, THEREFORE, in consideration of the mutual covenants set forth in this Business Reaffirmation Document and other good and valuable consideration, the sufficiency of which is acknowledged, the Parties agree as follows:

Reaffirmation

The Reaffirming Party hereby expressly reaffirms and acknowledges that all covenants, obligations, indebtedness, warranties, representations and duties of the Reaffirming Party under the Original Agreement remain in full force and effect as of the Effective Date of this Document, subject only to the specific modifications set forth in this Business Reaffirmation Document. The Reaffirming Party further represents that, to the best of its knowledge, it is not in material default under the Original Agreement except as specifically disclosed in writing below:

Scope of Work

The Parties affirm that the scope of activities and deliverables to be performed under the Original Agreement, as reaffirmed hereby, are as follows. Any deviations from the Original Agreement are described in this section.

Payment Terms

The Parties acknowledge and agree that the payment obligations described in the Original Agreement remain applicable and are reaffirmed as follows. Any new or modified payment obligations are set forth below.

Term and Termination

This Reaffirmation is effective as of the Effective Date and shall continue in effect for the term set forth below unless earlier terminated in accordance with this section.

Effective Date:   Termination Date:

Either Party may terminate this Reaffirmation upon written notice to the other Party if the other Party materially breaches the Original Agreement or this Reaffirmation and such breach remains uncured for the notice period specified above. Termination shall not relieve either Party of obligations accrued prior to the effective date of termination.

Confidentiality

Each Party acknowledges that, in performing under the Original Agreement and this Reaffirmation, it may receive or have access to Confidential Information of the other Party. "Confidential Information" means any non-public information disclosed in oral, written or electronic form. Each Party agrees to: (a) hold Confidential Information in strict confidence; (b) use it solely to perform its obligations under the Original Agreement; and (c) not disclose it to any third party except as required by law or with prior written consent. The obligations of confidentiality survive termination of this Reaffirmation for a period of three (3) years.

Representations and Warranties

Each Party represents and warrants that: (a) it has full corporate power and authority to enter into and perform this Reaffirmation; (b) the person signing this Reaffirmation is duly authorized; and (c) entering into this Reaffirmation will not violate or cause a default under any other agreement, law or contractual obligation to which it is subject.

Governing Law

This Reaffirmation shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law.

Entire Agreement; Amendment

This Reaffirmation, together with the Original Agreement (as modified herein), constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior understandings and agreements, written or oral, relating thereto. Any amendment to this Reaffirmation must be in writing and signed by authorized representatives of both Parties.

Miscellaneous Provisions

No waiver by either Party of any breach shall constitute a waiver of any other or subsequent breach. If any provision of this Reaffirmation is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and shall not affect interpretation.

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