Legal Required Exhibits

LEGAL REQUIRED EXHIBITS

This Legal Required Exhibits Addendum (the "Addendum") is made effective as of by and between Client Name: and Provider Name: (collectively, the "Parties").

RECITALS

WHEREAS, the Parties are parties to a principal agreement identified as the Master Services Agreement dated (the "Agreement"), under which Provider is obligated to deliver certain deliverables and supporting documentation;

WHEREAS, the Agreement requires certain exhibits, attachments, and supporting documents to be prepared, delivered, and maintained by one or both Parties (the "Exhibits"), and the Parties desire to set forth the form, content, delivery, acceptance, and ownership of such Exhibits in this Addendum;

WHEREAS, the Parties intend that the Exhibits enumerated in this Addendum shall be incorporated by reference into the Agreement and shall govern the Parties' obligations with respect to those Exhibits.

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

In addition to terms defined in the Agreement, the following definitions apply to this Addendum:

"Delivered Exhibits" means the tangible or electronic materials, drawings, data, reports, software, specifications, sample forms, certificates, and other documents identified in Section 2 which Provider or Client is required to deliver under the Agreement.

2. SCHEDULE OF REQUIRED EXHIBITS

The following Exhibits are required under the Agreement. For each Exhibit the Parties shall comply with the description, delivery method, responsible party, due date, and confidentiality designation set forth below. Delivery of an Exhibit constitutes a representation by the delivering Party that the Exhibit materially complies with the specifications set forth in this Addendum and the Agreement.

3. DELIVERY, ACCEPTANCE AND RECORDS

Delivery of each Exhibit shall be made to the notice address specified in Section 8. Acceptance of an Exhibit shall be governed by the acceptance criteria set forth in the Agreement or, if none are specified, by the reasonable standards of the industry applicable to the deliverable. The receiving Party shall provide written notice of rejection or acceptance within ten (10) business days of receipt; failure to provide timely notice shall constitute presumptive acceptance, provided that material nonconformity may be cured within a commercially reasonable cure period.

Each Party shall maintain complete and accurate records evidencing delivery, acceptance, and any approvals related to the Exhibits for a period of three (3) years following final acceptance or termination of the Agreement, whichever is later, and shall make such records available for inspection upon reasonable prior notice.

4. MODIFICATIONS AND AMENDMENTS TO EXHIBITS

No modification to the scope, content, or due date of any Exhibit shall be effective unless memorialized in a written amendment signed by authorized representatives of both Parties. Where amendments affect schedules or payment terms under the Agreement, such impacts shall be documented and, if appropriate, subject to the change order procedures set forth in the Agreement.

5. OWNERSHIP; INTELLECTUAL PROPERTY; CONFIDENTIALITY

Unless otherwise expressly provided in the Agreement or an Exhibit, all intellectual property created specifically for the Parties in connection with an Exhibit shall be owned in accordance with the Agreement. To the extent an Exhibit contains Confidential Information (as indicated above or identified in the Agreement), the receiving Party's use, disclosure, retention, and return or destruction of such Exhibit shall be governed by the confidentiality provisions of the Agreement.

6. REMEDIES FOR FAILURE TO DELIVER

Failure to deliver an Exhibit by the specified due date that is not excused under the Agreement or by mutual written agreement shall constitute a breach. The non-breaching Party shall be entitled to pursue all remedies available under the Agreement, including specific performance, withholding of payment, acceptance with price adjustment, or termination for cause where material breach persists after a commercially reasonable cure period.

7. AUDIT AND INSPECTION

Either Party may audit relevant records and processes of the other Party to verify compliance with delivery and acceptance obligations with respect to Exhibits; such audits shall be conducted during normal business hours upon reasonable notice and in a manner that minimizes disruption. Findings that reveal noncompliance shall be remedied promptly at the cost of the responsible Party.

8. NOTICES

All notices required under this Addendum with respect to Exhibits shall be sent to the addresses set forth below. Notice is effective upon receipt as provided in the Agreement.

9. AMENDMENTS; WAIVER; COUNTERPARTS

This Addendum may be amended only by a written instrument executed by authorized representatives of both Parties. No failure or delay by either Party in exercising any right under this Addendum shall constitute a waiver of that right. This Addendum may be executed in counterparts and by electronic signature, each of which shall constitute an original and all of which together shall constitute one instrument.

10. GOVERNING LAW; VENUE

This Addendum shall be governed by and construed in accordance with the laws of the state indicated below without regard to principles of conflicts of law. The Parties consent to exclusive jurisdiction and venue in the state and federal courts located within the county specified below for any dispute arising out of or relating to this Addendum.

11. ENTIRE AGREEMENT; SEVERABILITY

This Addendum, together with the Agreement, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral. 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 Parties shall negotiate in good faith a valid provision that most nearly effects the Parties' intent.

12. REPRESENTATIONS

Each Party represents and warrants that: (a) it has full power and authority to enter into and perform its obligations under this Addendum; (b) the person signing below is authorized to bind such Party; and (c) the execution and performance of this Addendum will not violate any other agreement or applicable law or regulation.

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