Business White Label Addendum

BUSINESS WHITE LABEL ADDENDUM

This Business White Label Addendum (the Addendum) is entered into as of by and between:

Recitals

WHEREAS, Provider and Client entered into a written agreement titled dated (the Original Agreement);

WHEREAS, Client desires Provider to deliver certain goods and services on a white label basis such that Client may market, distribute, and represent those goods and services under Client's own brand and marks; and

WHEREAS, the parties desire to amend and supplement the Original Agreement to set forth the parties' respective rights and obligations with respect to white label services.

Scope of Work

Provider shall provide the services and deliverables described below in a manner consistent with industry standards and the terms of the Original Agreement, as modified by this Addendum.

Payment Terms

As consideration for the white label services, Client shall pay Provider as follows:

Any amount not paid within days of the invoice due date shall accrue interest at the lesser of per month or the maximum rate permitted by law. Client shall also be responsible for reasonable collection costs and attorneys' fees.

Term and Termination

The term of this Addendum shall commence on and shall continue until unless earlier terminated in accordance with this section.

Either party may terminate this Addendum for material breach by the other party if such breach remains uncured for a period of thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and deliverables completed prior to the effective date of termination.

Confidentiality

Each party acknowledges that in connection with the performance under this Addendum it may receive Confidential Information of the other party. "Confidential Information" means non-public information designated 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 (i) protect Confidential Information with the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (ii) use Confidential Information solely for performance under this Addendum; and (iii) not disclose Confidential Information to any third party except to those employees, contractors, or advisors with a need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidentiality obligations shall survive termination for a period of three (3) years, except for proprietary source code or trade secrets which shall remain subject to protection for so long as such information qualifies as a trade secret.

Intellectual Property and License

Provider retains all right, title, and interest in and to Provider's pre-existing intellectual property and any proprietary technology used to provide the services. Subject to full payment and compliance with this Addendum, Provider grants Client a non-exclusive, non-transferable, limited license to use, market, and distribute the deliverables solely as white label materials under Client's branding. Client shall not modify Provider's underlying source code or technology except as expressly permitted in writing. Any new intellectual property created solely by Provider in the course of performing the Scope of Work shall be owned by Provider, except to the extent parties expressly agree in writing to assign ownership to Client.

Quality Control and Compliance

Client shall ensure that any use of white label materials complies with the Branding and Use of Marks described above and shall not knowingly use the deliverables in a manner that would cause Provider to violate applicable laws, third-party rights, or good industry practice. Provider reserves the right to request corrective action and to suspend delivery of services if Client's use materially degrades the quality or reputation of Provider's offerings.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against claims arising from the indemnifying party's breach of this Addendum, negligence or willful misconduct. Except for breaches of confidentiality or indemnification obligations, in no event shall either party be liable to the other for consequential, incidental, special, or punitive damages. The aggregate liability of either party for claims arising out of or related to this Addendum shall not exceed the fees paid by Client to Provider under this Addendum in the twelve (12) months preceding the event giving rise to the claim.

Governing Law; Entire Agreement

This Addendum shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. This Addendum, together with the Original Agreement, 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. Except as expressly set forth herein, the Original Agreement remains in full force and effect. In the event of any conflict between this Addendum and the Original Agreement, the terms of this Addendum shall control.

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