Legal Subscriber Addendum

LEGAL SUBSCRIBER ADDENDUM

This Subscriber Addendum ("Addendum") is entered into as of Effective Date: by and between Provider Name: , having its principal place of business at Provider Address: , and Subscriber Name: , located at Subscriber Address: . Provider and Subscriber each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Provider and Subscriber are parties to a Master Subscription Agreement or similar agreement governing the provision of certain services and software;

WHEREAS, the Parties desire to modify certain terms and allocate additional responsibilities and fees in connection with Subscriber's use of specific Subscription Services described herein;

WHEREAS, this Addendum supplements and forms part of the Agreement and sets forth the Parties' agreement with respect to the additional or modified services and terms identified below.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained in the Agreement and this Addendum, the Parties agree as follows:

1. DEFINITIONS

Capitalized terms used but not defined in this Addendum have the meanings assigned to them in the Agreement. For purposes of this Addendum, "Addendum Services" means the specific services, features, or deliverables described in Section 2. "Effective Date" means the date set forth above.

2. SCOPE OF ADDENDUM

Provider shall provide the Addendum Services to Subscriber in accordance with the terms of the Agreement as modified by this Addendum. The Addendum Services shall consist of the following description:

Any change to the scope of Addendum Services that causes an increase in fees or resources shall require a written change order signed by both Parties.

3. FEES AND PAYMENT

Subscriber shall pay Provider the additional fees for the Addendum Services in the amounts and on the schedule set forth below. Unless otherwise specified, all fees are payable in U.S. dollars and are non-refundable.

All invoices are due within thirty (30) days of invoice date unless otherwise agreed in writing. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Subscriber shall be responsible for all reasonable collection costs, including attorneys' fees, for unpaid amounts.

4. TERM AND TERMINATION

This Addendum shall commence on the Effective Date and, unless earlier terminated in accordance with the Agreement, shall remain in effect for a period of months from the Effective Date. Either Party may terminate this Addendum for material breach by the other Party if such breach remains uncured thirty (30) days after receipt of written notice specifying the breach.

Termination of this Addendum shall not relieve Subscriber of its obligation to pay fees earned or due through the effective date of termination. Sections that by their nature are intended to survive termination shall survive.

5. CONFIDENTIALITY

Each Party shall maintain in confidence all Confidential Information disclosed by the other Party in connection with this Addendum and shall not use or disclose such information except as necessary to perform its obligations under this Addendum or as required by law. Confidential Information does not include information that is or becomes publicly known through no breach of this Addendum or that is independently developed by the receiving Party without reference to the disclosing Party's Confidential Information.

6. DATA PROTECTION

To the extent either Party processes personal data in connection with the Addendum Services, that Party shall implement and maintain reasonable technical and organizational measures to protect such personal data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access. Provider shall notify Subscriber without undue delay upon becoming aware of a confirmed security incident materially affecting Subscriber's data and shall cooperate in any required remedial actions.

7. WARRANTIES; DISCLAIMER

Provider warrants that it will perform the Addendum Services in a professional and workmanlike manner consistent with generally accepted industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR ARISING BY COURSE OF DEALING, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

8. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS ADDENDUM EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY SUBSCRIBER TO PROVIDER UNDER THIS ADDENDUM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

9. INDEMNIFICATION

Subscriber shall indemnify, defend and hold harmless Provider and its officers, directors and employees from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of Subscriber's use of the Addendum Services in violation of the Agreement or this Addendum, except to the extent that such claims arise from Provider's breach of this Addendum or gross negligence. Provider shall similarly indemnify Subscriber for claims arising from Provider's infringement of third-party intellectual property rights in the Addendum Services delivered hereunder.

10. NOTICES

All notices under this Addendum shall be in writing and delivered to the addresses set forth below or to such other address as a Party may designate by notice in accordance with this Section. Notices shall be deemed given upon personal delivery, three (3) days after deposit in the U.S. mail, or one (1) day after delivery to a nationally recognized overnight courier.

11. AMENDMENTS; WAIVER

Any modification or amendment to this Addendum must be in writing and signed by authorized representatives of both Parties. No waiver of any provision of this Addendum shall be effective unless in writing and signed by the Party granting the waiver; a waiver of any breach shall not constitute a waiver of any subsequent breach.

12. COUNTERPARTS; ENTIRE AGREEMENT; SEVERABILITY; GOVERNING LAW

This Addendum may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Except as expressly modified by this Addendum, the Agreement remains in full force and effect. 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 agreements and understandings related thereto.

If any provision of this Addendum is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The Parties agree that the courts of the state selected below shall have exclusive jurisdiction over any dispute arising out of this Addendum.

13. MISCELLANEOUS

Neither Party may assign its rights or delegate its obligations under this Addendum without the prior written consent of the other Party, except that either Party may assign this Addendum in connection with a merger, acquisition, or sale of substantially all of its assets provided the assignee assumes all obligations hereunder. The provisions of this Addendum that by their nature should survive termination shall survive.

EXECUTION

The individuals signing below represent and warrant that they are duly authorized to execute this Addendum on behalf of the Party for which they sign.

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