Contract Territory Amendment

CONTRACT TERRITORY AMENDMENT

This Contract Territory Amendment ("Amendment") is made and entered into as of by and between Party A Name: , a organized under the laws of , with its principal place of business at (hereinafter "Party A"), and Party B Name: , a organized under the laws of , with its principal place of business at (hereinafter "Party B").

RECITALS

WHEREAS, Party A and Party B are parties to that certain agreement titled dated (the "Agreement"); and

WHEREAS, the parties desire to amend the Agreement with respect to the geographic territory in which Party B is authorized to sell, market or distribute the products or services specified in the Agreement; and

WHEREAS, the parties agree that the amendments set forth herein shall modify the Agreement as provided below and shall be effective as of the Effective Date set forth above.

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

1. AMENDMENT TO TERRITORY

Effective as of the Amendment Effective Date, Section(s) of the Agreement relating to "Territory", "Geographic Scope" or similar provisions are hereby deleted in their entirety and replaced with the following:

Territory Description:

Supplemental Territory Details (e.g., zip codes, regions, exclusions):

2. EXCLUSIVITY

The parties agree that the territory set forth above shall be:

Exclusive to Party B Non-exclusive (Party A may appoint others)

If the territory is designated as exclusive, Party A covenants that it will not appoint other distributors, resellers or agents for the Products or Services within the defined Territory during the term of this Amendment, subject to the exceptions and limitations expressly set forth in the Agreement.

3. TERM; EFFECT ON AGREEMENT

Except as expressly amended herein, the Agreement shall remain in full force and effect. The amendments set forth in this Amendment shall commence on the Amendment Effective Date and continue for the remaining term of the Agreement unless earlier terminated in accordance with the Agreement or as provided in this Amendment.

4. PERFORMANCE; COMPLIANCE

Party B shall continue to perform all sales, marketing, reporting, and minimum purchase obligations required by the Agreement. Party B's failure to meet material performance obligations for a period specified in the Agreement shall permit Party A to exercise its rights under the Agreement, including, where applicable, the right to terminate or to suspend exclusivity in the Territory.

5. CONSIDERATION

As consideration for the grants and undertakings set forth in this Amendment, the parties agree that the following shall apply:

Financial or other consideration (if any):

6. REPORTING AND RECORDS

Party B shall provide all sales, inventory, and activity reports required by the Agreement, and shall permit Party A to audit relevant records to verify compliance with territory-related obligations. Any audits shall be conducted in accordance with the Agreement and shall not unreasonably interfere with Party B's operations.

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full corporate power and authority to enter into this Amendment, that execution and delivery of this Amendment has been duly authorized, and that, when executed and delivered by such party, this Amendment will constitute a legal, valid and binding obligation enforceable against such party in accordance with its terms.

8. NOTICES

All notices required or permitted under this Amendment shall be given in writing and delivered in accordance with the Agreement. The parties' notice information for purposes of this Amendment is as follows:

9. GOVERNING LAW; VENUE

This Amendment shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for any dispute arising out of or relating to this Amendment.

10. ENTIRE AGREEMENT; SEVERABILITY; WAIVER; AMENDMENT

Except as expressly set forth herein, the Agreement remains unchanged and in full force and effect. This Amendment, together with the Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, whether written or oral, relating thereto.

If any provision of this Amendment is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the parties shall renegotiate any invalid provision in good faith to effect the parties' original intent.

No waiver of any right under this Amendment shall be effective unless in writing and signed by the party against whom enforcement of the waiver is sought. This Amendment may be amended only by a written instrument signed by both parties.

11. COUNTERPARTS

This Amendment 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 delivered by electronic means shall be deemed original signatures for all purposes.

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