Miscellaneous Add to ALTA

MISCELLANEOUS ADD TO ALTA

This Miscellaneous Addendum to ALTA Form (the Addendum) is entered into as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, the parties have previously entered into or are contemporaneously entering into an ALTA form transaction identified as ALTA Form Reference: concerning the real property located at (the Property);

WHEREAS, the parties desire to supplement and modify certain terms of the referenced ALTA form by this Addendum to address miscellaneous business terms, payment, confidentiality and other matters set forth below.

SCOPE OF WORK

PAYMENT TERMS

Late Payment Charge: If any undisputed payment is not received by the due date, the overdue amount shall accrue interest at the lesser of (i) per month, or (ii) the maximum rate permitted by applicable law. In addition, a late fee of $ may be charged for each missed payment to cover administrative costs.

Payment Disputes: Parties shall raise any invoice disputes in writing within days of receipt; undisputed amounts shall remain payable when due.

TERM AND TERMINATION

Term: This Addendum shall commence on the Effective Date set forth above and shall continue in full force until unless earlier terminated as provided herein.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party to the other in connection with the ALTA transaction or this Addendum, including without limitation business information, title, survey data, escrow instructions, pricing, financial statements, and negotiation positions.

Obligations: Each receiving party shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely for purposes of performing under the ALTA form and this Addendum, and (c) restrict disclosure to employees, agents or subcontractors having a need to know and bound by obligations no less protective than those herein. Reasonable safeguards shall be maintained to prevent unauthorized use or disclosure.

Exceptions: Confidential Information shall not include information that is: (i) publicly known through no breach by the receiving party; (ii) already known to the receiving party without obligation of confidentiality; (iii) rightfully obtained from a third party without restriction; or (iv) required to be disclosed by court order or applicable law, provided the disclosing party is given prompt notice and reasonable assistance in seeking protective measures.

GOVERNING LAW

This Addendum shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. Venue for any dispute shall be the state or federal courts located in the county where the Property is located, unless the parties agree otherwise in writing.

ENTIRE AGREEMENT; SEVERABILITY

Entire Agreement: This Addendum, together with the referenced ALTA form and any other written agreements expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

Severability: If any provision of this Addendum is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect, and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that most closely approximates the parties' original intent.

MISCELLANEOUS PROVISIONS

Execution in Counterparts: This Addendum 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. Electronic signatures and transmissions of executed copies shall be binding for all purposes.

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