Combined Business Addendums

Combined Business Addendums

This Combined Business Addendums document ("Addendums") is entered into as of ("Effective Date") by and between with a primary business address at and with a primary business address at .

WHEREAS

WHEREAS, the Parties are subject to a primary agreement titled dated (the "Primary Agreement"); and

WHEREAS, the Parties desire to document and incorporate into the Primary Agreement the additional terms and addenda set forth herein, and to supersede or modify certain provisions of the Primary Agreement as specifically stated in these Addendums.

Addendums Included

The following addendums are combined and incorporated into the Primary Agreement as of the Effective Date. Check all that apply:

Scope of Work

The Parties agree that the Scope of Work described below supplements the Primary Agreement. The scope shall include deliverables, milestones, and responsibilities as set forth.

Payment Terms

Compensation for services and deliverables under these Addendums shall be as follows.

All fees are exclusive of taxes unless otherwise stated. The non‑paying Party shall be responsible for reasonable costs of collection, including attorneys' fees and court costs, if payment is not made in accordance with the Invoice Terms.

Term and Termination

This combined addendums shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either Party may terminate these Addendums for convenience upon written notice to the other Party delivered at least prior to the intended termination date. Either Party may terminate immediately for material breach that remains uncured thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

For purposes of these Addendums, "Confidential Information" means non‑public information disclosed by one Party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, financial information, technology, trade secrets, and customer data.

The receiving Party shall: (a) keep confidential all Confidential Information of the disclosing Party; (b) not disclose Confidential Information to any third party except to employees, consultants or advisors with a strict need‑to‑know and subject to confidentiality obligations at least as protective as those herein; and (c) use Confidential Information solely to perform obligations under the Primary Agreement and these Addendums. The obligations set forth in this section shall survive termination for a period of .

Exclusions: Confidential Information shall not include information that (i) is publicly known through no fault of the receiving Party; (ii) becomes rightfully known to the receiving Party from a third party without restriction on disclosure; (iii) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information; or (iv) is required to be disclosed by law or court order, provided the receiving Party gives prompt notice and cooperates to seek protective measures.

Data Security and Return of Materials

Each Party shall implement and maintain administrative, technical and physical safeguards appropriate to the sensitivity of the Confidential Information. Upon termination or written request, the receiving Party shall return or destroy the disclosing Party's Confidential Information and certify such return or destruction in writing within thirty (30) days.

Governing Law

These Addendums shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

Amendment; Entire Agreement; Severability

These Addendums, together with the Primary Agreement as amended hereby, 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. No amendment or modification of these Addendums shall be effective unless in writing and signed by authorized representatives of both Parties.

If any provision of these Addendums is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the Parties shall negotiate in good faith a valid provision that most nearly effects the Parties' intent.

Remedies

The Parties acknowledge and agree that money damages may be an inadequate remedy for breach of confidentiality, intellectual property, or other provisions for which injunctive relief is appropriate. Accordingly, in addition to any other remedies available at law or in equity, the non‑breaching Party shall be entitled to seek injunctive or other equitable relief to prevent or remedy any breach or threatened breach.

Acknowledgment of Incorporation

The Parties agree that each checked addendum above is incorporated into the Primary Agreement and shall have the same force and effect as if set forth therein. In the event of a conflict between the Primary Agreement and an incorporated addendum, the specific terms of the incorporated addendum shall control to the extent of the inconsistency.

Notices

Notices shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier, to the addresses set forth above or to such other address as either Party may designate by notice in accordance with this Section.

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