Contract Management Addendum

CONTRACT MANAGEMENT ADDENDUM

This Contract Management Addendum (the "Addendum") is entered into as of by and between Client Name: , Entity Type: , and Service Provider Name: , Entity Type: . The Client and Service Provider are each a "Party" and together the "Parties."

RECITALS

WHEREAS, the Parties entered into an existing agreement titled dated (the "Agreement"); and

WHEREAS, the Parties desire to amend the Agreement to set forth additional terms governing contract management services, including roles, deliverables, service levels, fees, data security, and transition assistance; and

WHEREAS, the Parties intend for this Addendum to complement and, where inconsistent, govern over the Agreement to the extent provided herein.

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the Parties agree as follows:

1. Definitions

1.1 In this Addendum, unless the context otherwise requires, the following terms have the meanings set forth below:

(a) "Contract Management Services" means the administrative, oversight, reporting, compliance monitoring, change management and related services described in Section 2 below and further specified in Schedule A.

(b) "Deliverables" means the tangible or intangible items to be produced by Service Provider under this Addendum and identified in Schedule A.

2. Scope of Contract Management Services

2.1 Service Provider shall perform Contract Management Services as set out in Schedule A. Services shall include, at a minimum, contract intake and logging, milestone tracking, risk and compliance monitoring, centralized document management, stakeholder coordination, and monthly performance reporting.

3. Change Control

3.1 Any change to the scope, schedule, or price of the Contract Management Services shall be effective only upon the Parties' execution of a written change order describing the change, the adjusted fees (if any), and any change to the schedule. Service Provider shall not proceed with any change until a change order is fully executed.

3.2 If a change order causes a delay, the Parties shall agree on a reasonable extension of time. Disputes regarding change orders shall be resolved in accordance with the Dispute Resolution provisions of the Agreement.

4. Service Levels; Remedies

4.1 Service Provider shall perform the Contract Management Services in a professional and workmanlike manner and shall meet the service levels set forth in Schedule B. If Service Provider fails to meet a material service level, Client may require cure within a reasonable period not less than ten (10) business days; if Service Provider does not cure, Client may pursue remedies specified in Schedule B, including service credits.

5. Fees and Payment

5.1 In consideration for the Contract Management Services, Client shall pay Service Provider the fees set forth below and in Schedule C. Unless otherwise specified, invoices are due within the payment period set forth below.

5.2 Unless otherwise agreed, late payments shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Client shall pay all undisputed amounts when due; disputed amounts shall be resolved promptly in good faith.

6. Term and Termination

6.1 The Addendum commences on the Effective Date and continues for a period of unless earlier terminated in accordance with this Section.

6.2 Either Party may terminate this Addendum for material breach by the other Party if the breaching Party fails to cure the breach within thirty (30) days after receiving written notice specifying the breach. Additionally, Client may terminate for convenience upon written notice to Service Provider, with payment for services performed through the effective termination date and reasonable transition assistance fees.

7. Confidentiality and Data Security

7.1 Each Party shall keep Confidential Information confidential and shall not disclose it except to those employees, contractors, or advisors who need access to perform the Contract Management Services, and who are bound by confidentiality obligations at least as protective as those in the Agreement.

7.2 Service Provider shall implement administrative, physical, and technical safeguards reasonably designed to protect Client Data against unauthorized access or disclosure. In the event of any actual or suspected data breach affecting Client Data, Service Provider shall notify Client without unreasonable delay and, in any event, within hours of discovery, and shall cooperate in investigation and remediation.

8. Intellectual Property

8.1 Unless otherwise agreed in writing, pre-existing intellectual property of each Party remains the sole property of that Party. Service Provider hereby grants Client a non-exclusive, royalty-free license to any pre-existing materials reasonably necessary for Client to use the Deliverables as intended by this Addendum.

8.2 All intellectual property created specifically for Client and paid for by Client under this Addendum shall be owned by Client upon full payment, subject to any third-party rights disclosed in writing.

9. Indemnification; Limitation of Liability

9.1 Each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claims arising out of the indemnifying Party's gross negligence, willful misconduct or breach of representations, subject to the indemnified Party's compliance with reasonable notice and cooperation requirements.

9.2 Except for liabilities resulting from gross negligence, willful misconduct, or a breach of confidentiality or the indemnity obligations set forth herein, the aggregate liability of each Party for any and all claims arising out of or relating to this Addendum shall not exceed the total fees paid or payable to Service Provider under this Addendum during the twelve (12) months preceding the event giving rise to the claim.

10. Insurance

10.1 Service Provider shall maintain commercial general liability, professional liability/errors & omissions, and cyber liability insurance with limits reasonably sufficient for the services provided. Upon Client's request, Service Provider shall provide certificates evidencing such insurance.

11. Notices

11.1 All notices required or permitted under this Addendum shall be in writing and delivered to the addresses below by certified mail, overnight courier, or email with confirmation. Notices shall be effective upon receipt.

12. Assignment

12.1 Neither Party may assign its rights or delegate its obligations under this Addendum without the prior written consent of the other Party, which consent shall not be unreasonably withheld, except that either Party may assign to an affiliate or successor in interest in connection with a merger, acquisition or sale of substantially all of its assets, provided that the assigning Party remains liable for performance.

13. Amendments; Waiver

13.1 This Addendum may be amended only by a written instrument executed by authorized representatives of both Parties. A waiver of any right or remedy under this Addendum must be in writing and signed by the Party granting the waiver; no waiver shall operate as a waiver of any other right or remedy or as a continuing waiver.

14. Governing Law

14.1 This Addendum shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles.

15. Entire Agreement

15.1 This Addendum, together with the Agreement and any Schedules and exhibits expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and understandings, whether written or oral, relating to such subject matter.

16. Severability

16.1 If any provision of this Addendum is held to be illegal, invalid or unenforceable in any respect under applicable law, such provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

17. Counterparts

17.1 This Addendum 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. Signatures transmitted by electronic means (including PDF or facsimile) shall be binding.

IN WITNESS WHEREOF, the Parties have executed this Addendum as of the date first written above.

Sign Now