Comprehensive Legal Rider

COMPREHENSIVE LEGAL RIDER

This Comprehensive Legal Rider ("Rider") is made effective as of by and between , a Entity Type: Corporation LLC Individual, with principal address ; and , a Entity Type: Corporation LLC Individual, with principal address . Each of the foregoing is a "Party" and collectively the "Parties."

RECITALS

WHEREAS, the Parties entered into a written agreement titled (the "Agreement") dated ;

WHEREAS, the Parties desire to amend, supplement, and clarify certain terms of the Agreement, and to set forth additional obligations, representations, warranties, conditions and remedies as set forth in this Rider;

WHEREAS, the Parties intend that this Rider be incorporated into and form a part of the Agreement to the extent provided herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 Capitalized terms used but not otherwise defined in this Rider shall have the meanings assigned to them in the Agreement. In addition, the following terms shall have the meanings specified:

"Effective Date" means the date first written above. "Exhibit" means any schedule, appendix or attachment expressly incorporated by reference into this Rider.

2. INCORPORATION; PRIORITY

2.1 This Rider is incorporated into the Agreement. Except as expressly modified by this Rider, all terms, covenants and conditions of the Agreement remain in full force and effect.

2.2 In the event of any conflict between the terms of the Agreement and this Rider, the terms of this Rider shall control.

3. AMENDMENTS TO THE AGREEMENT

3.1 The Agreement is hereby amended as follows:

3.2 Any amendment set forth herein shall be deemed effective on the Effective Date unless another effective date is specified above or within the specific amendment language.

4. SCOPE; EXHIBITS

4.1 This Rider supplements the Agreement to address specific commercial, compliance, insurance and operational matters identified in the Exhibits attached hereto. Exhibits shall form an integral part of this Rider.

4.2 If an Exhibit is required but not yet attached, the Parties shall execute and attach such Exhibit within days of the Effective Date.

5. TERM AND TERMINATION

5.1 The term of this Rider shall commence on the Effective Date and shall continue for the lesser of the remaining term of the Agreement or months, unless earlier terminated in accordance with this Rider.

5.2 Either Party may terminate this Rider for material breach by the other Party if such breach remains uncured for days after written notice of such breach.

6. COMPENSATION; PAYMENTS

6.1 If this Rider modifies payment terms, the revised payment terms shall be as follows:

6.2 Unless otherwise expressly set forth herein, all amounts payable under the Agreement shall be payable in United States dollars and subject to the same invoicing and dispute procedures set forth in the Agreement.

7. CONFIDENTIALITY

7.1 Each Party shall maintain in strict confidence all Confidential Information disclosed by the other Party under the Agreement and this Rider and shall not use such information for any purpose other than to perform its obligations under the Agreement. The obligations of confidentiality set forth in the Agreement are hereby confirmed and extended to cover materials and information exchanged pursuant to this Rider.

7.2 Confidentiality obligations shall survive termination or expiration of this Rider for a period of years.

8. INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Each Party (the "Indemnitor") shall indemnify, defend and hold harmless the other Party (the "Indemnitee") from and against any and all losses, damages, liabilities, claims, costs and expenses (including reasonable attorneys' fees) arising out of or related to: (a) the Indemnitor's breach of any representation, warranty or covenant in the Agreement or this Rider; (b) Indemnitor's negligence, willful misconduct or violation of applicable law in connection with performance under the Agreement; or (c) third-party claims to the extent such claims arise from acts or omissions of the Indemnitor.

8.2 Except to the extent not permitted by applicable law, neither Party shall be liable to the other for incidental, consequential, special or punitive damages arising out of or relating to the Agreement or this Rider.

9. INSURANCE

9.1 Each Party shall, at its own expense, maintain insurance coverages appropriate to its obligations and operations, including commercial general liability and, if applicable, professional liability insurance.

9.2 Upon reasonable request, a Party shall provide certificates of insurance evidencing such coverage.

10. REPRESENTATIONS AND WARRANTIES

10.1 Each Party represents and warrants that: (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (b) it has full power and authority to execute and deliver this Rider and to perform its obligations hereunder; and (c) the execution and performance of this Rider will not violate any agreement or instrument to which it is a party.

11. COMPLIANCE WITH LAWS

11.1 Each Party shall comply with all applicable laws, rules and regulations in the performance of its obligations under the Agreement and this Rider, including without limitation those related to export controls, sanctions, privacy and data protection.

12. NOTICES

12.1 All notices required or permitted hereunder shall be in writing and shall be delivered to the address for the receiving Party set forth below (or such other address as the Party shall have specified by notice given in accordance with this Section).

12.2 Notices shall be deemed given: (a) when delivered personally; (b) two (2) business days after deposit with a nationally recognized overnight courier; or (c) three (3) business days after deposit in the U.S. mail, postage prepaid, certified mail, return receipt requested.

13. AMENDMENT; WAIVER

13.1 No amendment or modification of this Rider shall be effective unless in writing and signed by authorized representatives of both Parties. Waiver of any breach or default shall not constitute a waiver of any subsequent breach or default.

14. GOVERNING LAW; DISPUTE RESOLUTION

14.1 This Rider shall be governed by and construed in accordance with the laws of , without regard to conflicts of law principles.

14.2 The Parties shall attempt in good faith to resolve disputes arising out of or relating to this Rider through negotiations between senior executives. If unresolved within thirty (30) days, either Party may pursue any remedy available at law or in equity in the courts having jurisdiction under Section 14.1.

15. ENTIRE AGREEMENT

15.1 This Rider, together with the Agreement and any Exhibits hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, relating to such subject matter.

16. SEVERABILITY

16.1 If any provision of this Rider is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect, and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the greatest extent possible, the original economic, business and other purposes of the invalid provision.

17. COUNTERPARTS; EXECUTION

17.1 This Rider may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Execution by electronic signature, facsimile or other transmitted copy shall be binding for all purposes.

18. MISCELLANEOUS

18.1 No assignment of this Rider shall be valid without the prior written consent of the non-assigning Party, except that either Party may assign this Rider to an affiliate or in connection with a sale of all or substantially all of its assets or equity.

18.2 The provisions that by their nature are intended to survive termination or expiration of the Agreement, including but not limited to confidentiality, indemnification and limitation of liability, shall survive.

ATTACHMENTS AND ACKNOWLEDGMENT

The Parties acknowledge that the following Exhibits and schedules are attached and incorporated into this Rider as of the Effective Date:

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