Legal Location Addendum

LEGAL LOCATION ADDENDUM

This Legal Location Addendum (the "Addendum") is entered into as of by and between Client Name: and Provider Name: . This Addendum modifies and supplements the Existing Agreement titled dated (the "Agreement").

RECITALS

WHEREAS, the Agreement sets forth the terms and conditions governing the parties' relationship with respect to the provision of services and use of premises; and

WHEREAS, the parties desire to add one or more additional physical locations where services will be performed or where leased obligations shall apply, as set forth in this Addendum; and

WHEREAS, the parties intend for this Addendum to modify the Agreement only to the extent expressly provided herein and for all other terms of the Agreement to remain in full force and effect.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. Definitions

Terms not otherwise defined in this Addendum shall have the meanings assigned to them in the Agreement. For purposes of this Addendum, "Added Location" means any address set forth in Section 2 below at which Provider will perform services or at which Client will assume obligations under the Agreement.

2. Addition of Location(s)

The parties hereby add the following location(s) to the Agreement. Each location shall be governed by the terms of the Agreement as amended by this Addendum with respect to that location.

Location 1

Location Effective Date:

3. Additional Locations (Optional)

The parties may add additional locations by completing the following fields and initialing where required. Each additional location shall be treated identically to Location 1 unless otherwise noted below.

4. Access, Security and Utilities

Provider shall have reasonable access to each Added Location at such times as are necessary to perform its obligations under the Agreement, subject to Client's security policies and any agreed access procedures. Client shall remain responsible for utilities, security measures, and any costs associated with making each Added Location suitable for Provider's performance unless otherwise agreed in writing.

5. Compliance with Laws; Permits

Each party shall comply with all applicable laws, regulations, codes, ordinances and permits applicable to its activities at each Added Location. Client represents that it will obtain and maintain all landlord consents, zoning approvals and other third-party consents necessary for Provider to perform at each Added Location.

6. Insurance and Indemnity

Provider shall maintain insurance coverage consistent with the Agreement for activities at each Added Location. Client shall indemnify, defend and hold harmless Provider from and against any claims arising from Client's ownership, operation or maintenance of the Added Location, except to the extent caused by Provider's gross negligence or willful misconduct.

7. Maintenance; Repairs

Unless otherwise expressly agreed, Client shall be responsible for routine maintenance and repairs to the Added Location(s). Provider shall notify Client promptly of any condition that may materially impede performance and shall not undertake repairs that materially alter the premises without Client's prior written consent.

8. Taxes and Charges

Client shall be responsible for all taxes, assessments, utility charges and other governmental impositions attributable to the Added Location(s) that are not the responsibility of Provider under the Agreement or applicable law.

9. Inspection and Acceptance

Client shall permit Provider reasonable access for inspection of the Added Location prior to commencement of services. Any acceptance procedure for work at an Added Location shall be governed by the acceptance provisions of the Agreement unless the parties specify alternate criteria in writing for a particular location.

10. Notices

All notices related to this Addendum shall be given in accordance with the Notices provision of the Agreement. For convenience, the parties' notice addresses relevant to Added Locations are set forth below and shall be used for notices specifically concerning locations.

11. Amendments; Waiver; Counterparts

This Addendum may be amended only by a writing signed by both parties. No waiver of any provision of this Addendum shall be effective unless in writing and signed by the party against whom enforcement is sought. This Addendum may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument.

12. Governing Law; Entire Agreement; Severability

Governing Law: This Addendum shall be governed by and construed in accordance with the laws of the state or jurisdiction specified in the Agreement. If the Agreement does not specify a governing jurisdiction, the parties agree that the laws of the state in which the Added Location is principally located shall apply.

Entire Agreement: This Addendum, together with the Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings, negotiations and agreements, whether written or oral, regarding the Added Location(s).

Severability: If any provision of this Addendum is held to be invalid or unenforceable for any reason, the remaining provisions shall continue in full force and effect and the invalid or unenforceable provision shall be replaced by a valid provision that most closely matches the parties' original intent.

13. Execution and Authority

Each party represents and warrants that the person signing this Addendum on its behalf has full authority to bind that party to the terms of this Addendum. The parties affirm that their authorized representatives have executed this Addendum as of the date first written above.

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