Contract Standing Offer Amendment

CONTRACT STANDING OFFER AMENDMENT

This Contract Standing Offer Amendment (the "Amendment") is made as of Effective Date: by and between Client Name: (the "Client") and Supplier Name: (the "Supplier"). The parties entered into Standing Offer No.: dated Original Effective Date: .

RECITALS

WHEREAS, the Client and Supplier executed the Standing Offer referenced above to establish terms and conditions governing the provision of goods and services described therein;

WHEREAS, the parties mutually wish to amend certain provisions of the Standing Offer as set forth in this Amendment to address changes in term, pricing, and scope of services; and

WHEREAS, the parties have authority to enter this Amendment and intend that this Amendment take effect on the Effective Date set forth above.

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

1. AMENDMENT TO STANDING OFFER

1.1 Modification. The Standing Offer is hereby amended only to the extent explicitly set forth in this Amendment. Except as expressly amended by this Amendment, all other terms, conditions, and provisions of the Standing Offer remain in full force and effect. Where a conflict exists between the Standing Offer and this Amendment, the terms of this Amendment shall govern.

1.2 Description of Amendments. The specific modifications to the Standing Offer are described below and in any attachments referenced herein.

Extend term or renewal provisions Modify pricing or fees Change scope of work or deliverables Add or replace exhibit(s) Other

2. TERM

2.1 Amendment Term. The term of the Standing Offer is hereby amended such that the Standing Offer shall now expire on: unless earlier terminated in accordance with the Standing Offer or this Amendment.

2.2 Survival. All obligations that by their nature survive termination or expiration of the Standing Offer shall continue to survive and remain enforceable in accordance with their terms.

3. PRICING AND PAYMENT

3.1 Revised Rates. Effective as of , the pricing set forth in the Standing Offer is amended as follows:

3.2 Payment Terms. Except as modified herein, payment shall be made in accordance with the payment provisions of the Standing Offer. Any changes to invoicing or payment schedules are set forth in this Amendment and supersede conflicting invoice instructions.

4. SCOPE OF WORK

4.1 Scope Modifications. The scope of services or goods under the Standing Offer is amended as follows. Any additional obligations, deliverables, acceptance criteria, or milestones described below shall become part of the Standing Offer.

5. PERFORMANCE AND DELIVERABLES

5.1 Delivery. Any change to delivery schedules or performance milestones is set out below. Time is of the essence for the obligations expressly identified as time-sensitive.

5.2 Remedies. The remedies for failure to meet amended performance standards shall be as set forth in the Standing Offer, unless otherwise specified in this Amendment.

6. ATTACHMENTS AND EXHIBITS

6.1 Exhibits. The following exhibit(s) are attached to and form part of this Amendment:

7. NOTICES

7.1 Notices. All notices required or permitted under this Amendment shall be given in writing and delivered to the addresses below or to such other address as a party may designate by notice in accordance with this Section.

8. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that (a) it has the full corporate or organizational power and authority to execute and deliver this Amendment and to perform its obligations hereunder, (b) the execution and delivery of this Amendment and the performance of its obligations do not and will not violate any law or material agreement to which it is bound, and (c) the individual executing this Amendment on its behalf is authorized to do so.

9. MISCELLANEOUS

9.1 Governing Law. This Amendment shall be governed by and construed in accordance with the laws specified in the Standing Offer. To the extent the Standing Offer does not specify governing law, this Amendment shall be governed by the laws of the jurisdiction in which the Client is located.

9.2 Entire Agreement. This Amendment, together with the Standing Offer and any exhibits or attachments referenced herein, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, written or oral, relating to such subject matter.

9.3 Severability. If any provision of this Amendment is determined to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed so as to best effectuate the intent of the parties.

9.4 Waiver. No failure or delay by either party in exercising any right, power or remedy under this Amendment shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude any other or further exercise of that or any other right.

9.5 Amendments. Except as expressly provided herein, no amendment, modification or waiver of any provision of this Amendment shall be effective unless in writing and signed by duly authorized representatives of both parties.

9.6 Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute a single instrument. Signatures transmitted by electronic means shall be effective as originals.

9.7 Further Assurances. Each party agrees to execute and deliver such further instruments and to take such further action as reasonably may be necessary to effectuate the purposes of this Amendment.

AUTHORITY TO BIND

Each undersigned representative hereby covenants and warrants that he or she is authorized to execute this Amendment on behalf of the party for which he or she signs and that upon execution this Amendment shall be a valid and binding obligation of such party.

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