Legal Schedules Document

LEGAL SCHEDULES DOCUMENT

This Legal Schedules Document ("Document") is entered into as of Month DD , YYYY by and between Party A: with principal place of business at and Party B: with principal place of business at (each a "Party" and collectively the "Parties").

Recitals

WHEREAS, the Parties have entered into or will enter into one or more principal agreements under which the Parties intend to include schedules, appendices and other attachments that set forth specific services, specifications, rates, statements of work, pricing, timelines, and other operative details (each, a "Schedule");

WHEREAS, the Parties desire to establish the procedures by which Schedules will be created, delivered, amended, and incorporated into the principal agreement and to set out the obligations of each Party with respect to the accuracy, confidentiality and priority of such Schedules;

WHEREAS, the Parties wish to confirm that each Schedule identified and executed in accordance with this Document shall be binding upon the Parties as provided herein.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the Parties agree as follows:

1. Definitions

1.1 "Schedules" means all documents identified and titled as Schedules attached to or incorporated into the principal agreement by reference and any addenda executed in accordance with Section 4 (Amendments). Each Schedule will be labeled "Schedule" followed by a letter or number and a concise title.

1.2 "Effective Date" means the effective date set forth at the top of this Document or, if a Schedule specifies a separate effective date, the date specified in that Schedule.

2. Schedules — Identification and Content

2.1 The Parties hereby identify the following Schedules, each of which shall be incorporated by reference and shall form an integral part of the principal agreement to which they relate. Each Schedule shall describe with specificity the subject matter, deliverables, milestones, pricing (where applicable), contact persons, and any other material terms necessary for execution.

Effective Date: Month DD , YYYY Responsible Party: Confidential:

Effective Date: Month DD , YYYY Responsible Party: Confidential:

Effective Date: Month DD , YYYY Responsible Party: Confidential:

3. Incorporation; Priority

3.1 Each Schedule expressly identified and executed in accordance with Section 6 (Execution of Schedules) is incorporated into and forms part of the principal agreement between the Parties. In the event of any conflict between the terms of a Schedule and the principal agreement, the Schedule shall control with respect to the specific subject matter of that Schedule unless the principal agreement expressly states otherwise in writing.

4. Amendments to Schedules

4.1 Except as otherwise provided in a Schedule, no amendment, modification or supplement to any Schedule shall be effective unless made in writing and signed by authorized representatives of both Parties. Where a Schedule expressly permits unilateral adjustments (for example, updates to pricing or contact information), such adjustments shall be effective only to the extent and on the terms expressly set forth in that Schedule.

5. Delivery and Execution of Schedules

5.1 A Schedule shall be deemed executed when a document titled as a Schedule and signed by the authorized signatory of the Party required to sign (as specified in the principal agreement or this Document) is delivered to the other Party in accordance with Section 8 (Notices).

6. Representations and Warranties

6.1 Each Party represents and warrants that (a) it has full power and authority to enter into this Document and to perform its obligations hereunder, (b) the execution, delivery and performance of any Schedule by such Party will not violate any law or contractual obligation binding on such Party, and (c) the information contained in any Schedule it delivers is, to the best of its knowledge after reasonable inquiry, accurate and complete in all material respects as of the date delivered.

7. Confidentiality of Schedules

7.1 Any Schedule designated as Confidential by the delivering Party shall be treated in accordance with the confidentiality provisions of the principal agreement or, if none exists, shall be held in confidence and shall not be disclosed except (a) as required by law, regulation, or valid order of a court or governmental agency, or (b) with the prior written consent of the disclosing Party. Each Party shall take reasonable measures to protect Confidential Schedules at least as stringent as the measures it uses to protect its own confidential information.

8. Notices

Notices shall be in writing and delivered by personal delivery, nationally recognized overnight courier, or certified mail (return receipt requested) to the addresses provided above and shall be deemed delivered upon receipt.

9. Governing Law

This Document and all Schedules shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles.

10. Entire Agreement

This Document, together with the principal agreement and the Schedules incorporated herein, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral, relating to such subject matter.

11. Severability

If any provision of this Document or any Schedule 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 invalid provision shall be reformed only to the extent necessary to make it valid and enforceable.

12. Waiver; Amendments

No waiver by either Party of any breach or default shall be deemed a waiver of any subsequent breach or default. Any waiver or amendment of this Document or any Schedule must be in writing and signed by the Party against whom enforcement is sought.

13. Counterparts; Electronic Signatures

This Document 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. Signatures transmitted by electronic means (including PDF) shall be effective as originals for all purposes.

IN WITNESS WHEREOF, the Parties have executed this Legal Schedules Document as of the Effective Date first written above.

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