Business Revision Document

BUSINESS REVISION DOCUMENT

Parties

Recitals

WHEREAS, Primary Party and Counterparty entered into a written agreement titled Business Agreement on (the Agreement), which sets forth certain business obligations and deliverables; and

WHEREAS, the Parties desire to revise certain terms of the Agreement as set forth in this Business Revision Document to reflect changed circumstances, corrected specifications, and agreed adjustments to compensation and schedule;

WHEREAS, the Parties intend that this document amends and supplements the Agreement without altering provisions not expressly revised herein.

Revision Identification

Scope of Work (Revised)

The Parties agree that the scope of work described in the Agreement is revised as follows. The revised scope supersedes and replaces the corresponding scope provisions of the Agreement for the duration specified herein.

Payment Terms (Revised)

In consideration for the revised Scope of Work, Counterparty shall pay Primary Party the amounts and according to the schedule set forth below. All payments shall be made in United States Dollars unless otherwise agreed in writing.

Unless otherwise agreed in writing, invoiced amounts not paid within days after invoice shall accrue the late fee set forth above and may be suspended or offset against further performance by Primary Party after days' written notice.

Term and Termination

This Revision shall commence on and shall terminate on unless earlier terminated in accordance with this Section.

Either Party may terminate this Revision for convenience upon days' prior written notice to the other Party. Either Party may terminate immediately for material breach if such breach remains uncured for a period of days after written notice.

Termination of this Revision shall not relieve either Party of obligations accrued prior to the effective date of termination, including payments earned for work performed.

Confidentiality

The Parties acknowledge that, in the course of implementing this Revision, they may exchange confidential business information. Each Party shall: (a) hold the other Party's Confidential Information in strict confidence; (b) use such Confidential Information solely for performance under the Agreement as amended by this Revision; and (c) not disclose such Confidential Information to third parties except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those contained herein.

Confidential Information does not include information that: (i) was already known to the receiving Party without obligation of confidentiality; (ii) becomes publicly known through no fault of the receiving Party; or (iii) is rightfully received from a third party without breach of an obligation of confidentiality.

Additional Covenants & Representations

Each Party represents and warrants that it has full corporate power and authority to enter into this Revision, that the person executing this Revision on its behalf is duly authorized, and that performance of the obligations herein will not violate other agreements to which it is a party.

Governing Law; Dispute Resolution

This Revision shall be governed by and construed in accordance with the substantive laws of without regard to conflict of law principles. The Parties agree to attempt to resolve disputes in good faith through negotiation and, if unresolved, through binding arbitration conducted in the county of the governing law state unless the Parties agree otherwise in writing.

Entire Agreement; Amendment

Except as expressly amended by this Revision, the Agreement remains in full force and effect. This Revision, together with the Agreement and any prior written amendments, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior oral and written agreements relating thereto. Any further amendment or modification to this Revision must be in writing and signed by authorized representatives of both Parties.

Accounting, Taxes and Records

Each Party shall be responsible for its own taxes arising from amounts payable or received under this Revision. The Parties shall maintain accurate books and records related to performance under this Revision and shall permit reasonable inspection by the other Party for audit purposes upon reasonable advance notice.

Notices

Signatures

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