Legal Booking Instruction Addendum

LEGAL BOOKING INSTRUCTION ADDENDUM

This Booking Instruction Addendum (the Addendum) is entered into as of by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, the parties have entered into an existing agreement governing certain services and bookings identified by Booking Reference: (the Agreement); and

WHEREAS, the parties desire to amend and supplement the Agreement to set forth specific booking instructions, operational procedures, and payment provisions applicable to certain bookings undertaken after the Effective Date; and

WHEREAS, the parties intend for this Addendum to govern and control to the extent of any conflict between its terms and the Agreement.

NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties agree as follows:

1. DEFINITIONS

For purposes of this Addendum, the following terms shall have the following meanings: "Booking Instructions" means the procedures, deadlines, confirmation requirements and cancellation policies set forth in Section 2; "Confirmed Booking" means a booking accepted in writing or electronic confirmation by Provider in accordance with Section 2; and "Working Day" means any day other than Saturday, Sunday or a federal public holiday.

2. BOOKING INSTRUCTIONS

2.1 Submission and Confirmation. Client shall submit booking requests to Provider in writing or electronic form and shall include project identifier, requested dates, scope and full contact details. Provider shall confirm or decline a request within Working Days of receipt. A booking becomes a Confirmed Booking only upon Provider's written confirmation referencing the applicable booking request.

2.2 Timing and Deadlines. Client acknowledges deadlines for materials, approvals and on-site access set forth in the confirmation. Failure to meet deadlines entitles Provider to adjust delivery dates, charge delay fees, or reschedule without liability except as expressly set forth herein.

2.3 Cancellations and Modifications. Cancellations or material modifications to a Confirmed Booking must be delivered in writing. If Client cancels within of scheduled commencement, Client shall be liable for cancellation fees as set forth in Section 4.

3. SCOPE OF SERVICES

Provider shall perform services described in each Confirmed Booking in a professional and workmanlike manner consistent with industry standards. Any deviation in scope requested by Client shall be documented and accepted in writing by Provider prior to performance.

4. FEES, INVOICING AND PAYMENT

4.1 Fees. Fees for each Confirmed Booking shall be as set forth in the applicable confirmation. Where no fee is stated, fees shall be charged at Provider's then-current rates.

4.2 Invoicing. Provider shall invoice Client in accordance with the billing schedule in the confirmation. Invoices shall state the booking reference, description of services, dates, applicable taxes and a total amount due.

4.3 Payment Terms. Payment is due within days of invoice receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full corporate power and authority to enter into and perform this Addendum and that execution of this Addendum will not violate any material agreement to which it is a party. Provider warrants that services shall be performed in material conformity with the confirmed scope.

6. INDEMNIFICATION

Client shall indemnify, defend and hold harmless Provider and its officers, directors, employees and agents from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of Client's breach of this Addendum, Client's negligence, willful misconduct, or Client-supplied materials.

7. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS ADDENDUM SHALL NOT EXCEED THE FEES PAID OR PAYABLE FOR THE RELEVANT CONFIRMED BOOKING.

8. INSURANCE

During the term of each Confirmed Booking, Provider shall maintain insurance coverage customary in the industry for the performance of the services and shall provide certificates upon reasonable request.

9. TERM AND TERMINATION

This Addendum shall commence on the Effective Date and shall remain in effect for the period necessary to complete any outstanding Confirmed Bookings, unless earlier terminated in accordance with the Agreement or by mutual written consent. Either party may terminate a specific Confirmed Booking for material breach if the breach is not cured within thirty (30) days after notice.

10. NOTICES

All notices required or permitted under this Addendum shall be in writing and delivered to the parties at the addresses set forth below or to such other address as either party designates in writing.

11. AMENDMENTS; WAIVER

No amendment or waiver of any provision of this Addendum shall be effective unless in a writing signed by authorized representatives of both parties. The failure of either party to enforce any provision shall not constitute a waiver of future enforcement of that or any other provision.

12. ASSIGNMENT

Neither party may assign its rights or delegate its obligations under this Addendum without the prior written consent of the other party, except to an affiliate or in connection with a merger or sale of substantially all assets, provided that the assignee agrees in writing to be bound by the terms of this Addendum.

13. COUNTERPARTS; ELECTRONIC EXECUTION

This Addendum may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument. Delivery of an executed signature page by electronic transmission shall be binding as an original signature.

14. GOVERNING LAW

This Addendum shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles.

15. ENTIRE AGREEMENT

This Addendum, together with the Agreement and any Confirmed Bookings, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral, relating to such subject matter.

16. SEVERABILITY

If any provision of this Addendum is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and the invalid provision shall be reformed only to the extent necessary to make it enforceable.

17. MISCELLANEOUS

The headings used in this Addendum are for convenience only and shall not affect the interpretation of any provision. The parties agree to execute such further documents and take such further actions as may be reasonably required to carry out the purposes of this Addendum.

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