Business Technical Clarification Form

Business Technical Clarification Form

This Technical Clarification Form is issued pursuant to and forming part of the agreement between the parties identified below. Client Name: Provider Name: Clarification No.:

Project Reference: Original Agreement Date:

WHEREAS

WHEREAS, the parties entered into a governing agreement that defines deliverables, technical requirements, and change control procedures for the Project referenced above;

WHEREAS, a technical ambiguity or deficiency has been identified concerning the following component or requirement described below, and the parties agree that a written clarification is necessary to define the correct technical interpretation, scope, and any adjustments to schedule or cost;

WHEREAS, this Clarification Form sets out the authoritative clarification, the parties' agreement as to impact, and the payment and termination consequences, subject to the terms of the underlying agreement.

SCOPE OF WORK

REQUEST DETAILS

IMPACT ASSESSMENT

Expected impact on project schedule: Estimated cost impact: $

PAYMENT TERMS

Clarification fee amount (if applicable): $ Payment schedule:

Invoice due within days of invoice. Late payment shall accrue interest at % per month, compounded monthly, or the maximum allowed by law if lower.

Payment obligations described herein are subject to the acceptance procedure below and do not waive any rights under the underlying agreement relating to disputed charges or set-off.

TERM AND TERMINATION

This Clarification is effective as of Start Date: and, unless earlier superseded or terminated, will remain in effect until End Date: or until the clarified work is completed.

Either party may terminate this Clarification for material breach if the breaching party fails to cure within days after written notice identifying the breach. Termination rights under the underlying agreement remain reserved.

CONFIDENTIALITY

All information exchanged in connection with this Clarification that is designated confidential or that a reasonable person would understand to be confidential shall be subject to the non-disclosure obligations of the parties under the underlying agreement. The recipient shall use confidential information solely for purposes of implementing the clarification and shall not disclose it except as permitted by the underlying agreement.

Any disclosure required by law must be preceded by prompt written notice to the disclosing party, to the extent legally permitted, and limited to the minimum required disclosure.

GOVERNING LAW

This Clarification shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located in that State for disputes arising out of this Clarification, except where the underlying agreement provides otherwise.

ENTIRE AGREEMENT

This Clarification, together with the underlying agreement and any incorporated documents, constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes prior oral or written communications solely to the extent they relate to the clarified subject matter. Any amendment to this Clarification must be in writing and signed by authorized representatives of both parties.

ACCEPTANCE

By signing below, the parties acknowledge receipt of this Clarification and agree that the Clarification as written accurately reflects the binding technical interpretation and associated impacts. Indicate acceptance status:

Accepted as clarified Rejected (see comments)

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