Business Supplemental Document

BUSINESS SUPPLEMENTAL DOCUMENT

This Business Supplemental Document (the Supplement) is made effective as of (Effective Date), by and between:

Provider Name:     Provider Address:

Client Name:     Client Address:

RECITALS

WHEREAS, Provider and Client entered into a principal agreement identified as the primary services agreement (the Primary Agreement) governing certain services and deliverables; and

WHEREAS, the parties desire to document supplemental terms and clarifications to the Primary Agreement relating to the specific deliverables, payment mechanics, timing, and confidentiality protections set forth below; and

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

SCOPE OF WORK

The Provider shall perform the supplemental tasks and deliverables described below in accordance with the standards of care and timelines set forth herein and in the Primary Agreement.

PAYMENT TERMS

In consideration for the supplemental services described above, Client shall pay Provider as follows:

If any payment due hereunder remains unpaid more than days after the due date, Client shall be liable for interest on the overdue amount at a rate of per month, compounded monthly, or the maximum amount permitted by applicable law, whichever is less. A minimum administrative late fee of shall also apply to any late payment.

TERM AND TERMINATION

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

Either party may terminate this Supplement for convenience upon providing the other party with days' prior written notice. Termination shall not relieve either party of obligations accrued prior to termination, including payment for services performed and costs reasonably incurred.

If either party materially breaches this Supplement or the Primary Agreement and fails to cure such breach within thirty (30) days following written notice, the non-breaching party may terminate this Supplement immediately upon written notice.

CONFIDENTIALITY

For purposes of this Supplement, "Confidential Information" means non-public information disclosed by one party (the Discloser) to the other (the Recipient) that is designated as confidential or that reasonably should be understood to be confidential. Recipient shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely for performance under this Supplement, and (c) not disclose Confidential Information to any third party except to its employees, contractors, or advisors with a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Confidential Information does not include information that: (i) is or becomes publicly available through no breach by Recipient; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of the Discloser's Confidential Information; or (iv) is required to be disclosed by law, provided Recipient gives prompt written notice and cooperates with Discloser to seek protective measures.

GOVERNING LAW

This Supplement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties consent to exclusive jurisdiction and venue in the state and federal courts located in that State.

INDEMNIFICATION

Each party (the Indemnitor) shall indemnify, defend and hold harmless the other party (the Indemnitee) from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of or resulting from the Indemnitor's breach of this Supplement, negligent acts or willful misconduct, except to the extent caused by the Indemnitee's negligence or willful misconduct.

AMENDMENT; ENTIRE AGREEMENT

This Supplement, together with the Primary Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and representations, whether written or oral. No amendment to this Supplement shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted hereunder shall be in writing and delivered to the address set forth above (or such other address as a party may designate in writing) by certified mail, overnight courier, or personal delivery and shall be deemed given upon receipt.

SEVERABILITY; WAIVER

If any provision of this Supplement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. No failure or delay by either party to enforce any right shall constitute a waiver of that right.

EXECUTION

The parties agree that signatures transmitted by electronic means (including scanned signatures) shall be deemed original signatures for all purposes and shall have the same force and effect as original signatures.

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