Legal Contract Appendix

LEGAL CONTRACT APPENDIX

This Contract Appendix (the "Appendix") is made as of Effective Date: by and between Contracting Party A Name: with principal place of business at: , and Contracting Party B Name: with principal place of business at: (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, the Parties entered into that certain agreement titled dated (the "Agreement");

WHEREAS, the Parties desire to amend and supplement the Agreement in the manner set forth in this Appendix in order to clarify and modify certain rights and obligations between the Parties as set forth below;

WHEREAS, capitalized terms used but not defined in this Appendix shall have the meanings assigned to them in the Agreement, unless otherwise defined herein.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 Unless otherwise provided in this Appendix, capitalized terms used herein shall have the meanings ascribed to them in the Agreement. For purposes of clarity, the following defined terms shall apply:

1.2 "Appendix" means this Legal Contract Appendix, including all attachments and schedules hereto. Additional definitions specific to this Appendix are set forth in Schedule 1 attached hereto or described below.

2. PURPOSE

The purpose of this Appendix is to amend, clarify and supplement the Agreement as specified in Section 3 below. This Appendix shall control to the extent of any inconsistency with the Agreement.

3. AMENDMENTS TO THE AGREEMENT

3.1 The Parties hereby agree that the Agreement is amended as follows. The provisions set forth in this Section 3 shall replace or modify the corresponding provisions in the Agreement as expressly indicated.

3.2 Modification of Existing Provisions:

3.3 No other provisions of the Agreement are modified except as expressly set forth in this Appendix. Where a conflict exists between the Agreement and this Appendix, the terms of this Appendix shall prevail.

4. ADDITIONAL TERMS AND ATTACHMENTS

4.1 The following attachments and schedules are incorporated by reference and shall constitute part of this Appendix if checked and completed below.

Attachment A — Additional Technical Requirements included

5. CONFIDENTIALITY

5.1 Except as expressly modified by this Appendix, the confidentiality obligations set forth in the Agreement shall continue in full force and effect. Each Party shall maintain in confidence any non-public information received from the other Party and shall not disclose such information except as permitted under the Agreement.

5.2 The obligations set forth in this Section 5 shall survive termination or expiration of the Agreement for a period of years, unless a longer period is required by law.

6. INDEMNIFICATION; LIABILITY

6.1 Each Party shall defend, indemnify and hold harmless the other Party from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from the indemnifying Party's breach of this Appendix or the Agreement to the extent modified by this Appendix.

6.2 The Parties acknowledge that the limitations on liability contained in the Agreement remain in effect except to the extent expressly modified in this Appendix.

7. NOTICES

7.1 All notices, requests, demands and other communications required or permitted under this Appendix shall be given in accordance with the notice provisions of the Agreement, except that the Parties designate the following individuals and addresses for notice purposes:

8. AMENDMENTS; WAIVER

8.1 Except as expressly provided in this Appendix, no amendment, modification or waiver of any provision of the Agreement shall be effective unless made in a writing signed by authorized representatives of both Parties. No failure or delay by a Party in exercising any right under this Appendix shall constitute a waiver of that right.

9. COUNTERPARTS; ELECTRONIC EXECUTION

9.1 This Appendix 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. Facsimile, printed or electronic copies (including scanned and PDF copies) of signatures shall have the same force and effect as original signatures.

10. GOVERNING LAW; VENUE

10.1 This Appendix shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising out of or relating to this Appendix.

11. ENTIRE AGREEMENT

11.1 This Appendix, together with the Agreement and any attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations, whether written or oral, relating to such subject matter.

12. SEVERABILITY

12.1 If any provision of this Appendix is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect, and the Parties shall negotiate in good faith to replace the invalid, illegal or unenforceable provision with a valid provision that, to the extent possible, achieves the Parties' original intent.

13. MISCELLANEOUS

13.1 Except as amended by this Appendix, the Agreement remains in full force and effect. The Parties represent and warrant that each has the requisite power and authority to enter into this Appendix and that the person signing below is authorized to execute this Appendix on behalf of such Party.

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