Business Updates Plan

BUSINESS UPDATES PLAN

Parties

Recitals

WHEREAS, Provider is engaged in the business of providing business information updates, operational change management, and stakeholder communications (the "Services"), and has represented that Provider has the expertise, personnel, and resources to perform such Services for Client; and

WHEREAS, Client desires to engage Provider to prepare and implement a Business Updates Plan to document and execute scheduled updates to Client's business operations, public-facing information, and internal processes, and Provider agrees to perform such services under the terms set forth herein; and

WHEREAS, the parties agree that the effective date of this Business Updates Plan shall be and that all obligations described below shall commence on that date unless otherwise stated.

Scope of Work

Provider shall perform the Services described below and any related tasks reasonably necessary to implement Client's Business Updates Plan. Provider will prepare schedules, stakeholder notices, draft communications, and execution checklists as required by Client.

Payment Terms

Client shall pay Provider the fees for the Services as follows. Unless otherwise agreed in writing, all amounts are payable in United States dollars and are exclusive of taxes for which Client is responsible.

Late payments shall accrue interest and fees as set forth below. If any undisputed amount due under this Plan is not received by Provider within days after the due date, Client will be charged a late fee of of the overdue amount and interest at a rate of .

Term and Termination

This Business Updates Plan shall commence on the Start Date and continue through the End Date unless earlier terminated as provided herein.

Start Date:     End Date:

Either party may terminate this Plan for convenience by providing written notice to the other party at least the number of days specified above. Termination for material breach may be immediate if the breaching party fails to cure within a commercially reasonable period after written notice specifying the breach.

Confidentiality

For the purposes of this Plan, "Confidential Information" means non-public information disclosed by one party to the other, whether orally, in writing, or by inspection of tangible items, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information includes, without limitation, business strategies, stakeholder lists, draft communications, technical data, financial information, and other proprietary material.

Each recipient shall: (a) hold Confidential Information in strict confidence and not disclose it to any third party except as expressly permitted herein; (b) use Confidential Information solely to perform its obligations under this Plan; and (c) take reasonable precautions to protect Confidential Information from unauthorized disclosure. The obligations in this clause shall not apply to information that is or becomes publicly known through no fault of the recipient, is rightfully received from a third party without restriction, or is independently developed by the recipient without use of the disclosing party’s Confidential Information.

Governing Law

This Plan shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that State for any dispute arising out of or relating to this Plan.

Entire Agreement; Amendments

This Plan, including any exhibits and written statements of work signed by the parties, constitutes the entire agreement between Provider and Client with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment or modification to this Plan must be in writing and signed by duly authorized representatives of both parties.

Miscellaneous

Neither party may assign its rights or delegate its obligations under this Plan without the other party's prior written consent, except that Provider may assign to an affiliate or in connection with a merger, sale of substantially all assets, or change of control. Notices required under this Plan shall be in writing and delivered to the addresses listed above or to such other address as a party may designate in writing.

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