Business Services Addendum Agreement

BUSINESS SERVICES ADDENDUM AGREEMENT

This Business Services Addendum Agreement (the Addendum) is entered into as of between the parties identified below and amends the existing agreement between them.

Parties

WHEREAS

WHEREAS, the Service Provider and Client previously entered into a Business Services Agreement dated (the Original Agreement); and

WHEREAS, the parties desire to amend the Original Agreement to set forth additional services, revised payment terms, and related provisions as set forth in this Addendum;

NOW, THEREFORE, in consideration of the mutual promises herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Scope of Work

The Service Provider shall perform the following services in addition to those in the Original Agreement. The parties acknowledge that this Addendum supplements and modifies the Scope of Work only as specifically stated below:

Payment Terms

Compensation for services described in this Addendum shall be as follows. All rates are exclusive of applicable taxes unless otherwise stated.

All payments due under this Addendum shall be paid in United States Dollars unless otherwise agreed in writing. If Client fails to make any payment when due, Service Provider may suspend performance after providing written notice and a ten (10) calendar day opportunity to cure, and may recover reasonable costs of collection, including attorneys' fees.

Term and Termination

The term of this Addendum will commence on and will continue until unless earlier terminated in accordance with this section.

Either party may terminate this Addendum for convenience upon written notice delivered days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Each party agrees to maintain in confidence all Confidential Information disclosed by the other party and to use such Confidential Information solely for the purposes of performing obligations under this Addendum. "Confidential Information" means non-public information that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information does not include information that: (a) is or becomes generally known to the public without breach of any obligation owed to the disclosing party; (b) was known to the receiving party prior to its disclosure; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the receiving party.

The receiving party may disclose Confidential Information to the extent required by law or valid order of a court or governmental body, provided that the receiving party, to the extent permitted, provides prompt written notice of such requirement to the disclosing party and cooperates in any lawful efforts to limit disclosure.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, Service Provider retains all right, title and interest in any pre-existing materials, methodologies, tools, software, and know-how used or developed in connection with the services. Subject to Client's payment of all amounts due, Service Provider grants to Client a non-exclusive, non-transferable license to use the deliverables provided under this Addendum for Client's internal business purposes. Any third-party materials incorporated into deliverables remain subject to the third-party terms and licenses.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against claims arising from its gross negligence, willful misconduct, or material breach of this Addendum. Except for indemnification obligations and breaches of confidentiality, neither party's aggregate liability for any claim arising out of or relating to this Addendum shall exceed the amounts actually paid to Service Provider under this Addendum during the twelve (12) months preceding the act giving rise to the claim. In no event shall either party be liable for consequential, incidental, special or punitive damages.

Governing Law

This Addendum shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of law principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that state for any dispute arising out of this Addendum.

Amendment; Entire Agreement

This Addendum, together with the Original Agreement (as amended hereby), constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment to this Addendum shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

The parties are independent contractors and nothing in this Addendum shall be construed to create a partnership, joint venture, employment relationship, or agency relationship. Neither party may assign its rights or delegate its obligations under this Addendum without the prior written consent of the other party, except that Service Provider may assign this Addendum in connection with a merger, acquisition, or sale of all or substantially all of its assets. If any provision of this Addendum is found to be unenforceable, the remaining provisions shall remain in full force and effect.

Acknowledgment

By signing below, the individuals signing represent and warrant that they are duly authorized to execute this Addendum on behalf of the party for which they sign, that they have read and understand this Addendum, and that the terms set forth herein are binding upon the parties.

Sign Now