Market Segment Adjustment Form

Market Segment Adjustment Form

Recitals

WHEREAS, Company Name: is engaged in the business of providing products and services to various market segments; and

WHEREAS, Client Name: maintains one or more accounts with Company and has requested an adjustment to the market segment classification that governs pricing, reporting, or fees applicable to those accounts; and

WHEREAS, the parties desire to document the adjustment, payment obligations, effective date and related terms and conditions in accordance with the terms set forth below;

Administrative Details

Scope of Adjustment

This Market Segment Adjustment identifies the reclassification and associated pricing adjustments to be applied to the account(s) identified above. The parties agree the adjustment applies only to the products, services and billing items specified herein unless otherwise agreed in writing.

Adjustment Details

Current Market Segment: Retail Wholesale Enterprise Government Other:

Adjustment Type: Reclassification Rate change Discount change

Payment Terms

The parties agree that any amounts due as a result of this adjustment shall be handled as follows. Amounts due shall be calculated in accordance with the Adjustment Details above and invoiced by Company. Client shall pay the undisputed portion of any invoice within the time specified below. Disputed amounts must be submitted in writing in accordance with the dispute procedure set out herein.

Term and Termination

This Adjustment shall commence on Start Date: and shall remain in effect until End Date: unless earlier terminated pursuant to this section.

Either party may terminate this Adjustment for convenience upon written notice delivered at least prior to the effective termination date. Termination shall not relieve Client of obligations to pay amounts accrued prior to termination, including any retroactive charges or credits expressly provided for herein.

Confidentiality

Each party agrees to maintain the confidentiality of the other party's Confidential Information disclosed in connection with this Adjustment. "Confidential Information" includes non-public business, pricing, customer, technical and financial information, but excludes information that (a) is or becomes publicly known other than through breach of this Agreement, (b) is independently developed by the receiving party without reference to the disclosing party's Confidential Information, or (c) is rightfully received from a third party without restriction. The receiving party shall use the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Obligations under this Confidentiality section shall survive termination or expiration of this Adjustment for a period of years, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law. Remedies for breach include injunctive relief in addition to any other remedies available at law or in equity.

Governing Law

This Adjustment shall be governed by and construed in accordance with the laws of the State of without regard to choice-of-law principles that would result in the application of any other law. The parties submit to the exclusive jurisdiction of the courts located in the selected state for disputes arising out of this Adjustment.

Entire Agreement

This document, together with any written attachments or exhibit schedules referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous proposals, negotiations, representations, warranties, understandings and agreements, whether oral or written. Any amendment or modification to this Adjustment must be in a writing signed by authorized representatives of both parties.

Approvals

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