Managed Services Agreement Amendment

MANAGED SERVICES AGREEMENT AMENDMENT

This Amendment to the Managed Services Agreement (this Amendment) is entered into as of Day Month Year by and between Client Name: , entity type: , and Service Provider Name: , entity type: (each a Party and together the Parties).

RECITALS

WHEREAS, the Parties entered into that certain Managed Services Agreement dated Day Month Year (the Agreement);

WHEREAS, the Parties desire to amend certain terms of the Agreement with respect to services, fees, and term as set forth below; and

WHEREAS, capitalized terms used but not defined in this Amendment have the meanings given to them in the Agreement.

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

1. AMENDMENT TO AGREEMENT

1.1 Amendment Scope. Subject to the terms and conditions of this Amendment, the Agreement is amended only as expressly set forth in this Amendment. The provisions set forth in this Amendment supersede and replace the corresponding provisions of the Agreement to the extent of any inconsistency.

1.2 Changes to Services. The Services described in Schedule(s) of the Agreement are hereby modified as follows:

1.3 Fees and Payment. Effective for invoices rendered on or after Day Month Year , Client shall pay Provider the following fees: Monthly fee: $. Unless otherwise stated, invoicing and payment terms set forth in the Agreement remain in full force.

1.4 Term and Termination. The Term of the Agreement is amended as follows: the Term shall now expire on Day Month Year , unless earlier terminated in accordance with the Agreement. All termination rights and cure periods in the Agreement remain unchanged except as expressly modified herein.

1.5 Service Levels and Remedies. The service level commitments in Schedule are amended as set forth below:

2. REPRESENTATIONS; AUTHORITY

Each Party represents and warrants that (a) it has the full corporate power and authority to enter into and perform this Amendment; (b) its execution and delivery of this Amendment and its performance of the obligations hereunder have been duly authorized by all necessary action; and (c) this Amendment constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms.

3. INDEMNIFICATION; INSURANCE

The Parties agree that each Party's indemnification obligations under the Agreement continue in full force and are not limited by this Amendment except as expressly stated. Provider shall maintain insurance consistent with the requirements of the Agreement and shall provide certificates or proof of coverage upon Client's written request in accordance with the Agreement.

4. LIMITATION OF LIABILITY

Except as otherwise provided in the Agreement or this Amendment, the limitation of liability provisions of the Agreement shall remain in full force. Notwithstanding the foregoing, the aggregate liability of each Party arising out of or in connection with the Agreement and this Amendment shall not exceed $, subject to applicable carve-outs in the Agreement.

5. CONFIDENTIALITY

All confidential information protections in the Agreement shall apply to information exchanged under this Amendment. Neither Party shall disclose the terms of this Amendment except as required by law or to such Party's professional advisors who are bound by confidentiality obligations.

6. NOTICES

Notices to Client:

Notices to Service Provider:

7. AMENDMENTS; WAIVER; COUNTERPARTS

This Amendment may be amended or modified only by a writing executed by authorized representatives of both Parties. No waiver of any provision of this Amendment will be effective unless in writing and signed by the Party against whom the waiver is sought to be enforced. This Amendment may be executed in counterparts, each of which will be deemed an original and all of which together constitute one and the same instrument. Signatures transmitted by electronic means shall be binding.

8. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

Governing Law: This Amendment shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles.

Entire Agreement: Except as expressly amended by this Amendment, the Agreement remains in full force and effect and constitutes the entire agreement between the Parties with respect to its subject matter, superseding all prior and contemporaneous agreements and understandings relating thereto.

Severability: If any provision of this Amendment is determined to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions will continue in full force and effect, and the Parties will negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the economic, business and other purposes of the invalid provision.

9. MISCELLANEOUS

Except as expressly amended hereby, nothing in this Amendment relieves either Party of any obligation that accrued prior to the effective date of this Amendment. All terms not expressly amended remain unchanged and in full force and effect.

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