Business Services BSP Revision

BUSINESS SERVICES BSP REVISION

This Business Services BSP Revision ("Agreement") is made and entered into effective as of (the "Effective Date"), by and between:

Client Name:      Provider Name:

BSP Reference:     Revision No.:

WHEREAS

WHEREAS, Client engages Provider to perform certain business services described in the BSP and related documents, and Provider has the expertise and capacity to perform such services in accordance with the terms of this Agreement;

WHEREAS, the parties desire to revise the scope, deliverables, schedule, or compensation set forth in the original BSP and to memorialize such revisions in this BSP Revision Agreement;

WHEREAS, the parties intend for this Agreement to govern the revised services, payment terms, confidentiality obligations, and other rights and responsibilities between them.

SCOPE OF WORK

Deliverables, milestones and acceptance criteria shall be as described above and in any attached schedules. Provider shall perform services using personnel with suitable qualifications and shall devote commercially reasonable efforts to meet agreed deadlines.

PAYMENT TERMS

Late Payment: Amounts not paid when due shall accrue interest at a rate of % per month (or the maximum rate permitted by law, whichever is less), and Client shall be responsible for all reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

This Agreement commences on and continues until , unless earlier terminated in accordance with this Agreement.

Either party may terminate for material breach by the other party if such breach is not cured within days after written notice. Either party may terminate for convenience upon days' prior written notice to the other party.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by a party that is designated confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure, including business plans, pricing, customer data, technical information, and trade secrets.

Obligations: Each receiving party shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely to perform its obligations under this Agreement, and (c) 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 at least as protective as those herein.

Exceptions: Confidential Information shall not include information that is or becomes publicly available through no fault of the receiving party, is independently developed without use of the disclosing party's Confidential Information, or is rightfully received from a third party without restriction.

Duration: Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except for trade secrets which shall remain subject to protection for so long as they qualify as trade secret under applicable law.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of , without regard to conflict of law principles. The parties agree that any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the competent state and federal courts located in that state.

MISCELLANEOUS

Entire Agreement: This Agreement, together with any attachments and referenced BSP documents, 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.

Amendment: No modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Assignment: Neither party may assign this Agreement or any of its rights hereunder without the prior written consent of the other party, provided that either party may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth in the BSP or as otherwise designated in writing by the parties.

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