Business Services GCE Rider

BUSINESS SERVICES GCE RIDER

This Business Services GCE Rider (the Rider) is entered into as of Effective Date: and supplements the Master Services Agreement (the Agreement) between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, the parties entered into the Agreement to govern the provision of certain business services; and

WHEREAS, the parties desire to set forth additional general conditions, exceptions and specific commercial provisions applicable to services related to GCE activities described herein;

WHEREAS, the terms of this Rider shall be incorporated into and govern to the extent of any conflict with the Agreement.

SCOPE OF WORK

PAYMENT TERMS

Fee Amount (per Agreement or as adjusted by this Rider):

Invoicing: Service Provider shall submit invoices to Client in accordance with the schedule above. Invoices shall include a clear description of services rendered and supporting documentation where applicable.

Late Payment Fee: Any undisputed amounts not paid within days of the invoice due date shall incur a late fee equal to per month on the outstanding balance, or the maximum permitted by law, whichever is less.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Rider upon written notice to the other party following a material breach that remains uncured for a period of days after receipt of written notice specifying the breach.

Termination for Convenience: Either party may terminate this Rider without cause upon providing days prior written notice to the other party. Termination shall not relieve Client of its obligation to pay for services performed and expenses reasonably incurred through the effective date of termination.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party to the other, whether disclosed orally, visually, or in writing, that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Each party shall: (a) maintain the confidentiality of Confidential Information of the other party with at least the same degree of care it uses to protect its own confidential information, (b) not disclose Confidential Information to any third party except as expressly permitted herein, and (c) use Confidential Information solely to perform its obligations under this Rider. Exceptions include information that is or becomes public through no fault of the receiving party, was already known by the receiving party, was rightfully received from a third party without restriction, or was independently developed by the receiving party.

Confidentiality Term: Confidential obligations shall survive termination of this Rider for a period of years, except with respect to trade secrets which shall remain protected for so long as they qualify as trade secrets under applicable law.

GOVERNING LAW

This Rider and any dispute arising out of or relating to it shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles.

ENTIRE AGREEMENT

This Rider, together with the Agreement and any exhibits expressly incorporated herein, 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, relating to such subject matter. No amendment or waiver of any provision of this Rider shall be effective unless in writing and signed by both parties.

MISCELLANEOUS PROVISIONS

Severability: If any provision of this Rider is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed so as to effectuate the intent of the parties as reflected in this Rider.

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