Finance Commission Addendum

FINANCE COMMISSION ADDENDUM

This Finance Commission Addendum (the "Addendum") is entered into effective as of by and between:

Parties

Recitals

WHEREAS, the parties entered into a Commission Agreement titled dated (the "Agreement"); and

WHEREAS, the parties wish to amend the Agreement as set forth in this Addendum and to memorialize revised commission calculations, payment terms and related policies.

1. Amendment to Commission Schedule

The Commission Schedule set forth in the Agreement is replaced in its entirety by the following schedule. Commission amounts are calculated in accordance with the column definitions and the calculation method specified in Section 1.5 below.

1.5 Commission Calculation Method: Commission shall be calculated by applying the applicable Commission Rate to the Commission Basis specified for each transaction. For avoidance of doubt, Commission Basis adjustments for returns, rebates, chargebacks, discounts and credits will be applied in the accounting period in which such adjustments are recorded by the Company.

2. Payment Terms

Wire transfer ACH Check Other:

3. Reporting, Audit, and Reconciliation

The Company shall provide to the Recipient a detailed statement of transactions and Commission calculations for each payment period. The Recipient may, at its expense, audit the Company's records relevant to Commission payments once per twelve-month period upon not less than ten (10) business days' prior notice. If an audit demonstrates an underpayment in excess of two percent (2%) of amounts due, the Company shall reimburse the reasonable documented cost of the audit and promptly pay the deficiency plus interest as set forth in Section 2.

4. Clawbacks, Advances and Offsets

In the event of refunds, chargebacks, billing adjustments, client insolvency or material breach by Recipient, the Company may offset or require repayment of commissions previously paid, subject to documented calculation and advance notice. Repayment terms shall be:

5. Tax Treatment and Withholding

Each party shall be responsible for its own tax reporting obligations arising from Commission payments. The Company may withhold taxes or other amounts where required by law; any such withholding will be deducted from Commission payments and documented on the pay statement. Recipient represents that it is responsible for all federal, state and local tax liabilities unless otherwise agreed in writing.

6. Confidentiality

The Recipient shall maintain the confidentiality of the Company's proprietary pricing, commission rates, client lists and related financial information and shall not disclose such information except as required by law or agreed in writing. Breach of this confidentiality obligation shall entitle the Company to injunctive relief and recovery of damages.

7. Representations, Warranties and Covenants

Each party represents and warrants that it has full power and authority to enter into this Addendum, that execution of this Addendum will not violate any other agreement or legal obligation, and that the individual signing on behalf of each party is authorized to bind such party.

8. Default; Remedies

Material breach by either party that remains uncured for thirty (30) days after written notice shall constitute default and entitle the non-breaching party to pursue all available remedies at law or equity, including termination of commission arrangements, repayment of sums improperly paid, and injunctive relief.

9. Governing Law and Venue

This Addendum shall be governed by and construed in accordance with the laws of the state specified below. Any action arising out of or relating to this Addendum shall be brought exclusively in the state or federal courts located in the county specified below.

10. Notices

All notices required or permitted under this Addendum shall be in writing and delivered to the addresses set forth below (or such other address as a party may designate by notice to the other).

11. Miscellaneous

This Addendum amends only those provisions specifically identified herein. Except as expressly amended by this Addendum, all other terms and conditions of the Agreement remain in full force and effect. This Addendum constitutes the entire agreement between the parties with respect to the subject matter hereof and may be amended only by a written instrument signed by authorized representatives of both parties.

Acknowledgment

Each party acknowledges that it has read and understands this Addendum, that it has had the opportunity to consult counsel, and that it enters into this Addendum voluntarily and with full authority.

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