Legal Additional Location Form

LEGAL ADDITIONAL LOCATION FORM

This Additional Location Form (the "Form") is entered into as of by and between Client Name: a organized under the laws of with principal place of business at ; and Service Provider Name: a organized under the laws of with principal place of business at .

RECITALS

WHEREAS, Client and Provider are parties to an existing agreement entitled the Agreement under which Provider provides certain services and/or occupies specified premises; and

WHEREAS, Client desires to add an additional physical location to the Agreement for the purpose of conducting permitted activities and Provider is willing to add such location subject to the terms and conditions set forth herein; and

WHEREAS, the parties intend for this Form to supplement and modify the Agreement solely as to the inclusion and treatment of the additional location identified below.

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. ADDITION OF LOCATION

1.1 Additional Location. Client hereby adds the following additional location to the Agreement as of the Commencement Date specified in Section 2. The location will be subject to the terms of the Agreement as modified by this Form.

2. TERM AND COMMENCEMENT

2.1 Commencement Date. The additional location shall be deemed added to the Agreement effective as of (the "Commencement Date").

2.2 Term. The term applicable to the additional location shall be coterminous with the Agreement unless otherwise specified herein or agreed in writing by the parties.

3. COMPLIANCE WITH LAWS; PERMITS

3.1 Each party shall comply with all applicable federal, state and local laws, codes, ordinances, regulations and permits with respect to the additional location. Client shall obtain and maintain, at Client's expense, any licenses, permits or approvals necessary for Client's use of the additional location, and Provider shall cooperate in good faith to facilitate such approvals where Provider's consent is reasonably required.

4. IMPROVEMENTS AND ALTERATIONS

4.1 Any improvements, modifications, or alterations to the additional location required for Client's intended use shall be performed only with the prior written consent of Provider when such consent is required by the Agreement. Unless otherwise agreed, Client shall be responsible for the cost and completion of such improvements in a commercially reasonable manner and in compliance with applicable laws.

5. INSURANCE AND INDEMNITY

5.1 Insurance. Client shall procure and maintain insurance policies for the additional location with coverages and limits at least equal to those required under the Agreement. Client shall deliver certificates of insurance naming Provider as an additional insured or loss payee where required by the Agreement or by law.

5.2 Indemnity. Each party shall indemnify, defend and hold harmless the other party from and against any claim, liability, loss, damage or expense arising out of the indemnifying party's breach of this Form, negligent acts or omissions, or willful misconduct relating to the additional location, except to the extent caused by the indemnitee's negligence or willful misconduct.

6. FEES, CHARGES AND COSTS

6.1 Additional Fees. Any additional fees, rent, taxes, or operational costs associated with the additional location shall be allocated in accordance with the Agreement or as follows:

7. NOTICES

7.1 All notices, requests, consents and other communications required or permitted under this Form shall be in writing and delivered to the addresses set forth below (or to such other address as either party may specify in writing in accordance with this Section). Notices shall be effective upon receipt as provided in the Agreement.

8. REPRESENTATIONS AND WARRANTIES

8.1 Each party represents and warrants to the other that such party has the full power and authority to enter into and perform its obligations under this Form, that the execution and delivery of this Form has been duly authorized by all necessary action, and that this Form constitutes a legal, valid and binding obligation enforceable against such party in accordance with its terms.

9. CONFIDENTIALITY

9.1 The parties shall treat information relating to the additional location and the terms of this Form as Confidential Information in accordance with the confidentiality obligations in the Agreement. Neither party shall disclose such information except as permitted under the Agreement or required by law.

10. MISCELLANEOUS

10.1 Governing Law. This Form shall be governed by and construed in accordance with the laws of the state specified in the Agreement or, if not specified, by the laws of the state of , without regard to conflict of law principles.

10.2 Entire Agreement. This Form, together with the Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings and agreements, whether written or oral, relating to the additional location.

10.3 Severability. If any provision of this Form is determined to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

10.4 Amendments; Waiver. No amendment, modification or waiver of any provision of this Form shall be effective unless in writing and signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

10.5 Counterparts. This Form may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. Electronic signatures and transmitted copies bearing signatures shall be binding as originals.

AUTHORIZATION

The undersigned representatives each warrant that they are duly authorized to execute this Form on behalf of the party for which they sign and that such signature binds the party to the terms of this Form.

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