Contract Management C2me Addendum

CONTRACT MANAGEMENT C2me ADDENDUM

This Addendum (the Agreement) is made effective as of between Client Name: and Service Provider Name: (each a Party and collectively the Parties).

RECITALS

WHEREAS, the Parties entered into a Contract Management Agreement identified as Agreement Name: dated (the Original Agreement);

WHEREAS, the Parties wish to modify certain terms of the Original Agreement to permit the integration, deployment, and management of the C2me contract management tools and services as set forth herein; and

WHEREAS, the Parties desire that this Addendum operate as a supplement to, and not a replacement of, the provisions of the Original Agreement except as expressly modified below.

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

1. Defined Terms

Capitalized terms used but not defined in this Addendum have the meanings set forth in the Original Agreement. For purposes of this Addendum, the following definitions apply: "C2me Services" means the software, configuration, integrations, and managed services described in Section 3. "Deliverables" means any tangible outputs or reports produced by Provider in connection with the C2me Services.

2. Scope of Addendum

This Addendum amends the Original Agreement solely with respect to the provision, licensing, configuration, and operation of the C2me Services. Except as expressly set forth herein, all other terms of the Original Agreement remain in full force and effect. To the extent of any conflict between this Addendum and the Original Agreement, the terms of this Addendum control solely with respect to the C2me Services.

3. Additional Services and Deliverables

4. Fees, Invoicing and Payment

Client shall pay Provider the fees set forth in this Section for the C2me Services. All fees are in U.S. dollars and payable in accordance with the Original Agreement except as modified below.

5. Data Security and Privacy

Provider shall implement and maintain administrative, physical, and technical safeguards appropriate to the nature of the Confidential Information and Personal Data processed under this Addendum, including access controls, encryption where appropriate, and regular security testing. Provider will notify Client without undue delay upon becoming aware of any unauthorized access, disclosure, or loss of Client Data and will cooperate in remediation and regulatory response as required by applicable law.

6. Confidentiality

Each Party shall protect the other's Confidential Information in accordance with the confidentiality obligations set forth in the Original Agreement. Such obligations include limiting access to personnel with a need to know, using Confidential Information only to perform obligations under this Addendum, and returning or destroying Confidential Information upon termination of this Addendum in accordance with the Original Agreement.

7. Intellectual Property

As between the Parties, Provider retains all right, title and interest in and to the C2me platform, software, source code, object code, algorithms, and related tooling (Provider IP). Client retains all rights in Client Data. Nothing in this Addendum grants Client any ownership interest in Provider IP. Provider grants Client a limited, non-exclusive, non-transferable license to use Provider IP solely as necessary to receive the C2me Services during the term set forth herein.

8. Warranties; Disclaimer

Provider warrants that it will perform the C2me Services in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY STATED IN THIS ADDENDUM, THE C2me SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

9. Indemnification and Limitation of Liability

Each Party shall defend, indemnify and hold harmless the other Party from third-party claims arising from the indemnifying Party's breach of its obligations under this Addendum, gross negligence, or willful misconduct. Except for liability arising from a Party's indemnification obligations or willful misconduct, neither Party shall be liable for indirect, incidental, consequential, or punitive damages. The Parties' aggregate liability under this Addendum shall not exceed the total fees paid by Client to Provider under this Addendum in the twelve (12) months preceding the claim.

10. Term and Termination

The term of this Addendum commences on the Effective Date and continues for a period of unless earlier terminated in accordance with the Original Agreement or this Section. Either Party may terminate this Addendum for material breach by the other Party if such breach remains uncured for days following written notice specifying the breach. Termination of this Addendum shall not affect accrued rights or obligations incurred prior to the effective date of termination.

11. Notices

All notices required or permitted under this Addendum shall be in writing and delivered to the addresses designated below (or to such other address as a Party designates by notice). Notices shall be effective upon receipt.

12. Amendments; Waiver

Any modification or amendment to this Addendum must be in writing and signed by authorized representatives of both Parties. No failure or delay by either Party in exercising any right under this Addendum will be deemed a waiver of that right unless such waiver is in writing and signed by the waiving Party.

13. Governing Law

This Addendum shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of law principles.

14. Entire Agreement

This Addendum, together with the Original Agreement, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral, relating to such subject matter.

15. Severability

If any provision of this Addendum is held to be invalid, illegal or unenforceable under applicable law, the remainder of this Addendum will remain in full force and effect, and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that most closely approximates the Parties' original intent.

16. Counterparts and Electronic Execution

This Addendum may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one instrument. Signatures delivered by electronic means, including image, facsimile, or electronic signature, shall be binding and have the same force and effect as originals.

IN WITNESS WHEREOF, the Parties hereto have executed this Contract Management C2me Addendum by their duly authorized representatives as of the date(s) set forth below.

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