Client Service Addendum

CLIENT SERVICE ADDENDUM

This Client Service Addendum ("Addendum") is made effective as of Effective Date: by and between Client Name: (the "Client") and Service Provider Name: (the "Provider"). This Addendum amends and supplements the existing agreement between the parties identified as the Master Services Agreement dated .

RECITALS

WHEREAS, the Client and Provider desire to set forth specific additional services, deliverables and payment terms to be performed by the Provider for the Client; and

WHEREAS, the parties intend that the terms of this Addendum govern only to the extent they expressly modify the Master Services Agreement and that all other terms of the Master Services Agreement remain in full force and effect;

WHEREAS, the parties agree that the additions and modifications set forth below are necessary to document the scope, schedule and compensation applicable to the additional services.

SCOPE OF WORK

The Provider shall perform the following services and deliverables in accordance with the terms of the Master Services Agreement and this Addendum. Specific deliverables, acceptance criteria and milestones shall be as described below.

PAYMENT TERMS

The Client shall pay the Provider for the additional services described in this Addendum as follows.

Overdue amounts shall accrue interest at the lesser of (a) % per month or (b) the maximum rate permitted by applicable law, calculated monthly and payable on demand. In addition to interest, the Client shall reimburse the Provider for reasonable collection costs, including attorneys' fees.

Unless otherwise agreed in writing, fees exclude applicable taxes. The Client is responsible for all taxes (other than taxes based on the Provider's net income) and for pre-approved out-of-pocket expenses reasonably incurred by the Provider in performance of the services.

TERM AND TERMINATION

This Addendum shall commence on Service Start Date: and continue until Service End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Addendum for convenience upon written notice to the other party at least days prior to the intended termination date. Either party may terminate immediately for material breach by the other party if such breach remains uncured for a period of thirty (30) days following written notice specifying the breach.

Termination of this Addendum shall not relieve the Client of its obligation to pay for services performed and expenses incurred through the effective date of termination, including any accepted deliverables.

CONFIDENTIALITY

Each party acknowledges that in the course of performance it may receive or have access to Confidential Information of the other party. "Confidential Information" means any non-public information disclosed in any form that is designated confidential or that reasonably should be understood to be confidential. Each party shall (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information, but no less than a reasonable standard of care; (b) use Confidential Information solely for performance of obligations under this Addendum; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein. The obligations set forth in this section do not apply to information that is or becomes publicly available through no breach by the receiving party, is rightfully received from a third party without restriction, is independently developed without use of the disclosing party's Confidential Information, or is required to be disclosed by law or court order (provided the disclosing party is given prompt notice and opportunity to seek protective measures).

GOVERNING LAW

This Addendum shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising under this Addendum.

MISCELLANEOUS PROVISIONS

Entire Agreement: This Addendum and the Master Services Agreement constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter. In the event of any conflict between the terms of the Master Services Agreement and this Addendum, the terms of this Addendum shall prevail solely with respect to the subject matter expressly amended herein.

Amendment: No amendment, modification or waiver of any provision of this Addendum shall be effective unless in writing and signed by duly authorized representatives of both parties.

Assignment: Neither party may assign or transfer its rights or obligations under this Addendum without the prior written consent of the other party, except that Provider may assign to a successor in connection with a merger or sale of substantially all of its assets provided the assignee assumes Provider's obligations hereunder.

Severability: If any provision of this Addendum is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be reformed to the extent necessary to make it enforceable while preserving the parties' intent.

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