Contract Management Addendum to Framework Agreement

CONTRACT MANAGEMENT ADDENDUM TO FRAMEWORK AGREEMENT

This Contract Management Addendum to Framework Agreement (the "Addendum") is entered into as of Effective Date: by and between Party A: (hereinafter "Party A") and Party B: (hereinafter "Party B"). Party A and Party B are each referred to herein as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Parties entered into that certain Framework Agreement dated (the "Framework Agreement"), which sets out the general terms and conditions governing the provision of services and deliverables; and

WHEREAS, the Parties desire to establish specific contract management procedures, reporting, change control and governance mechanisms to govern the operational relationship under the Framework Agreement; and

WHEREAS, this Addendum supplements and modifies the Framework Agreement solely to the extent set forth herein.

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

1. DEFINITIONS

1.1 Definitions. Capitalized terms used but not defined in this Addendum have the meanings ascribed to them in the Framework Agreement. For purposes of this Addendum: "Contract Management Lead" means the individual designated by each Party in Section 2.1; "Change Order" means a written instrument executed by authorized representatives of both Parties that modifies the scope, price, schedule or other material term of a statement of work.

2. CONTRACT MANAGEMENT STRUCTURE

2.1 Contract Management Leads. Each Party shall appoint a Contract Management Lead responsible for day-to-day oversight, escalation and coordination under this Addendum. Party A Contract Management Lead: ; Contact Title: ; Email/Phone:

Party B Contract Management Lead: ; Contact Title: ; Email/Phone:

2.2 Management Committee. The Parties shall establish a Management Committee comprised of the Contract Management Leads and other representatives as agreed. The Management Committee shall (a) review performance and compliance, (b) approve Change Orders within delegated authority, and (c) resolve disputes escalated by the Contract Management Leads. Decisions of the Management Committee shall be recorded in writing and are binding where made in accordance with any decision-making thresholds set forth in the Framework Agreement.

3. CHANGE CONTROL

3.1 Change Request Procedure. All proposed changes to scope, deliverables, pricing or schedule shall be initiated by a written Change Request, submitted to the receiving Party's Contract Management Lead. A valid Change Request must (i) identify the Work affected, (ii) specify the reasons for the change, (iii) describe the effect on price and schedule, and (iv) include any corrective actions proposed.

3.2 Evaluation and Approval. Within ten (10) Business Days of receipt of a Change Request, the receiving Party shall acknowledge and either accept, reject or propose a counteroffer. No Change Request shall be effective unless memorialized in a Change Order signed by authorized representatives of both Parties.

4. REPORTING AND PERFORMANCE MONITORING

4.1 Reporting Requirements. Party B shall deliver the following management reports to Party A at the cadence specified: (a) Monthly Progress Report; (b) Quarterly Performance Review; and (c) Incident Report within forty-eight (48) hours of any service-impacting event. Reporting cadence:

4.2 Key Performance Indicators. The Parties shall monitor Key Performance Indicators ("KPIs") described in the applicable statement(s) of work. Material failure to meet KPI targets shall be handled in accordance with the remediation and service credit provisions of the Framework Agreement.

5. FINANCIAL MANAGEMENT

5.1 Invoicing and Payment. Invoices shall reference the Framework Agreement and the applicable statement of work, and shall include a reconciliation of services rendered, supporting detail for hours and expenses, and any approved Change Orders. Standard payment terms:

5.2 Disputed Charges. The Parties shall promptly attempt in good faith to reconcile any disputed invoiced amounts. Amounts not disputed in writing within thirty (30) days shall be deemed accepted.

6. CONFIDENTIALITY AND DATA PROTECTION

6.1 Confidential Information. Each Party shall maintain in confidence any Confidential Information disclosed under the Framework Agreement and this Addendum and shall not use such information except for performance of its obligations. Confidentiality obligations shall survive termination of this Addendum for the period specified in the Framework Agreement.

6.2 Data Security. Each Party shall implement and maintain technical and organizational measures appropriate to the nature of the data processed to protect Personal Data against unauthorized access, disclosure, alteration or destruction in accordance with applicable law.

7. AUDIT RIGHTS AND RECORDS

7.1 Audit Rights. Party A shall have the right, upon reasonable notice and during normal business hours, to audit Party B's records that directly relate to performance, billing and compliance with the Framework Agreement and this Addendum. Audits shall be subject to confidentiality protections and may be conducted no more than once per calendar year unless a material breach is reasonably suspected.

7.2 Record Retention. Party B shall retain records relevant to the provision of services for a period of following final payment or termination of services, unless a longer period is required by applicable law.

8. LIABILITY; INDEMNITY; INSURANCE

8.1 Liability. Except as otherwise set forth in the Framework Agreement, neither Party shall be liable to the other for indirect, incidental or consequential damages arising out of this Addendum. Direct damages shall be subject to the liability limitations set forth in the Framework Agreement.

8.2 Indemnity. Each Party shall indemnify, defend and hold harmless the other Party from and against third-party claims arising from its gross negligence, willful misconduct or breach of its confidentiality or data protection obligations under this Addendum, subject to any indemnity limitations set forth in the Framework Agreement.

8.3 Insurance. Party B shall maintain insurance coverages customary for the services performed, including commercial general liability and professional liability insurance with limits no less than: . Certificates evidencing such coverage shall be provided upon request.

9. TERMINATION

9.1 Termination for Cause. Either Party may terminate this Addendum for material breach by the other Party if the breach remains uncured thirty (30) days after written notice specifying the breach, provided that such termination rights are cumulative with any rights under the Framework Agreement.

9.2 Effect of Termination. Upon termination, Parties shall cooperate to effect an orderly wind-down of activities, including delivery of work product and final invoicing. Termination shall not relieve either Party of obligations that by their nature survive termination, including confidentiality, payment for services performed and indemnities.

10. NOTICES

Notices shall be in writing and delivered in accordance with the notice provisions of the Framework Agreement. Notice is effective upon receipt or as otherwise provided in the Framework Agreement.

11. AMENDMENTS; WAIVER; COUNTERPARTS

11.1 Amendments. No amendment to this Addendum shall be effective unless made in writing and signed by authorized representatives of both Parties.

11.2 Waiver. Failure or delay by either Party to exercise any right shall not constitute a waiver of that right, and any waiver must be in writing and signed by the waiving Party.

11.3 Counterparts. This Addendum may be executed in counterparts, each of which shall be deemed an original but all of which together constitute one and the same instrument. Signatures transmitted by electronic means shall be binding.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

12.1 Governing Law. This Addendum shall be governed by and construed in accordance with the laws of the jurisdiction specified in the Framework Agreement, without regard to conflict of law principles.

12.2 Entire Agreement. Except as expressly modified hereby, the Framework Agreement remains in full force and effect. This Addendum, together with the Framework Agreement, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior understandings and agreements.

12.3 Severability. If any provision of this Addendum is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect, and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that comes closest to the Parties' intent.

EXECUTION

The Parties have executed this Addendum through their duly authorized representatives as of the Effective Date first written above.

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