Contract Management Outsourcing Addendum

CONTRACT MANAGEMENT OUTSOURCING ADDENDUM

This Contract Management Outsourcing Addendum (the "Addendum") is entered into as of by and between Client Name: and Service Provider Name: . This Addendum amends and supplements the existing agreement titled dated (the "Agreement").

RECITALS

WHEREAS, Client requires that certain contract management functions, including contract intake, lifecycle administration, renewals, reporting and archival, be performed by an experienced third-party;

WHEREAS, Service Provider represents that it has the personnel, systems, processes, and security controls necessary to perform the outsourced contract management services described herein; and

WHEREAS, the parties desire to set forth the terms, service levels, fees and governance applicable to the transfer and ongoing performance of such contract management functions;

NOW THEREFORE, in consideration of the mutual covenants and conditions contained herein and in the Agreement, the parties agree as follows:

1. DEFINITIONS

Capitalized terms used in this Addendum and not otherwise defined have the meanings set forth in the Agreement. For purposes of this Addendum, the following definitions apply:

"Contract Management Services" means the activities described in Section 2 below, including intake, form creation, contract drafting templates, approval routing, central repository maintenance, lifecycle milestone tracking, renewals, reporting and archival.

2. SCOPE OF OUTSOURCING

Service Provider shall perform the Contract Management Services on behalf of Client in accordance with the processes, service levels and specifications set forth in this Addendum. Services include, without limitation, the following:

1. Contract intake and registration into Client's contract repository or Service Provider's system;
2. Creation and administration of standard contract templates and clause libraries;
3. Maintenance of a centralized, searchable contract repository and record retention consistent with Client policies;
4. Milestone and renewal tracking with written notifications to identified Client contacts pursuant to the notice periods set forth in the Notices section;
5. Preparation of periodic management reports as set forth in Section 4 (Reporting and Acceptance).

Detailed exclusions and responsibilities are set forth in the Operational Specifications attached hereto as Exhibit A.

3. TRANSITION, ONBOARDING AND ACCEPTANCE

3.1 Transition Plan. Service Provider shall prepare and deliver a written transition plan to Client within days of the Effective Date describing resource allocation, data migration, system access and training.

3.2 Acceptance. Completed transition activities and initial services shall be subject to Client acceptance testing. Client will provide written acceptance or a statement of deficiencies within days of delivery. Service Provider shall remedy any deficiencies at its expense and resubmit for acceptance.

4. TERM; TERMINATION

4.1 Term. The term of this Addendum shall commence on the Effective Date and continue for months, unless earlier terminated in accordance with this Addendum or the Agreement.

4.2 Termination for Convenience. Either party may terminate this Addendum for convenience upon days' prior written notice to the other party.

4.3 Effect of Termination. Upon expiration or termination, Service Provider shall cooperate with Client to effect an orderly transition of Contract Management Services, return or securely destroy Client Confidential Information in accordance with Section 6, and deliver all contract records, data and documentation in a machine-readable format reasonably requested by Client.

5. FEES, INVOICING AND PAYMENT

5.1 Fees. Client shall pay Service Provider the fees set forth below for the Contract Management Services:

Monthly Management Fee

Per-Transaction Fee (if applicable)

5.2 Invoicing and Payment Terms. Service Provider shall invoice Client monthly in arrears. Unless otherwise agreed in writing, Client shall pay undisputed invoices within days of receipt. Disputed amounts shall be resolved in good faith and payment of undisputed amounts shall not be withheld.

6. CONFIDENTIALITY AND DATA SECURITY

6.1 Confidentiality. Service Provider shall treat all Client Information as Confidential Information subject to the confidentiality obligations of the Agreement. Service Provider shall use Confidential Information solely to perform the Contract Management Services.

6.2 Security Controls. Service Provider shall maintain administrative, physical and technical safeguards appropriate to the sensitivity of the Client Information, including access controls, encryption in transit and at rest, logging, and incident response procedures. Service Provider shall notify Client within hours of becoming aware of any security breach affecting Client Information.

7. INTELLECTUAL PROPERTY

Except as expressly provided in the Agreement, Client retains all right, title and interest in and to Client Materials and all contracts and related data delivered to Service Provider. Service Provider shall not assert any ownership rights in Client Materials or Client Data. Service Provider retains ownership of general tools, software, methodologies and know-how developed independently of Client's Confidential Information.

8. PERSONNEL; SUBCONTRACTING

Service Provider shall ensure that personnel performing the Contract Management Services are adequately trained and bound by confidentiality obligations at least as protective as those in the Agreement. Service Provider may not subcontract material portions of the Services without Client's prior written consent, which shall not be unreasonably withheld. Service Provider shall remain responsible for the acts and omissions of any approved subcontractor.

9. COMPLIANCE WITH LAWS

Each party shall comply with all applicable laws, regulations and industry standards in the performance of its obligations under this Addendum, including data protection, export control and records retention laws. Service Provider shall cooperate with reasonable audits and inquiries by Client or governmental authorities as required by applicable law.

10. LIABILITY AND INDEMNIFICATION

10.1 Indemnification. Each party shall indemnify, defend and hold harmless the other party from and against claims arising from the indemnifying party's breach of this Addendum, negligence or willful misconduct.

10.2 Limitation of Liability. Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party's aggregate liability arising out of or related to this Addendum shall exceed or the total fees paid under this Addendum during the preceding 12 months, whichever is greater.

11. RECORDS, REPORTING AND AUDIT RIGHTS

Service Provider shall maintain complete and accurate records relating to the performance of the Contract Management Services for a period of years. Client or its designated auditor shall have the right, upon reasonable notice and during normal business hours, to audit such records no more than once per calendar year to verify compliance; any such audit shall be conducted at Client's expense unless material noncompliance is identified.

12. NOTICES

All notices under this Addendum shall be given in writing to the parties' respective notice addresses set forth below (or to such other address as a party designates by notice):

Client Notice Address

Service Provider Notice Address

13. AMENDMENTS; WAIVER; COUNTERPARTS

This Addendum may be amended only by a written instrument duly executed by authorized representatives of both parties. No waiver of any breach shall be effective unless in writing and signed by the waiving party. This Addendum may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument.

14. GOVERNING LAW

This Addendum shall be governed by and construed in accordance with the laws chosen by the parties below without regard to conflict of law principles.

Governing Law State

15. ENTIRE AGREEMENT

This Addendum, together with the Agreement and any exhibits or schedules expressly referenced herein, 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 the Contract Management Services.

16. SEVERABILITY

If any provision of this Addendum is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable or, if modification is not possible, severed, and the remaining provisions shall remain in full force and effect.

17. MISCELLANEOUS

The parties acknowledge that execution of this Addendum contemplates amendment to the Agreement solely to the extent expressly set forth herein. All other terms, covenants and conditions of the Agreement remain in full force and effect.

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