Countersign Agreement

COUNTERSIGN AGREEMENT

This Countersign Agreement (the Agreement) is entered into as of the Effective Date set forth below by and between the parties identified herein.

Parties

Recitals

WHEREAS, the parties executed an agreement titled on / / (the Reference Agreement);

WHEREAS, one party has executed the Reference Agreement and the other party requires a countersignature to confirm acceptance of certain amendments and to evidence mutual assent to the obligations described herein; and

WHEREAS, the parties desire to set forth in writing the scope, payment terms, confidentiality obligations, and other material terms governing their mutual obligations as set forth below.

1. Scope of Work

Party A shall perform the services and deliverables described below and Party B shall accept and pay for such services in accordance with Section 2. The parties may attach a statement of work or incorporate by reference additional schedules signed by authorized representatives.

2. Payment Terms

Compensation payable by Party B to Party A for the Scope of Work shall be as follows.

Late payments shall accrue interest at the lesser of the following rates: a flat fee of or per month on the delinquent balance, in addition to any collection costs and attorneys' fees incurred in enforcing payment.

3. Term and Termination

This Agreement shall commence on the Start Date and continue until the End Date unless earlier terminated in accordance with this Section.

Start Date:

End Date:

Either party may terminate this Agreement for cause if the other party materially breaches any obligation and fails to cure such breach within the notice period specified above. Termination shall be without prejudice to accrued rights and obligations.

4. Confidentiality

Each party (Receiving Party) shall hold in strict confidence and shall not use or disclose Confidential Information of the other party (Disclosing Party), except as necessary to perform this Agreement or as compelled by law. Confidential Information includes non-public business, technical, and financial information disclosed in written, oral or electronic form.

Obligations of confidentiality shall not apply to information that: (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) was lawfully in the Receiving Party's possession prior to disclosure; (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (d) is rightfully obtained from a third party without restriction.

5. Representations and Warranties

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the person signing on its behalf has been duly authorized to do so.

6. Governing Law

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

7. Entire Agreement

This Agreement, together with any exhibits or schedules executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, and negotiations, whether written or oral. No amendment shall be effective unless made in writing and signed by authorized representatives of both parties.

8. Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets. Notices shall be given in writing to the addresses provided above and shall be effective upon receipt.

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