Miscellaneous Addendum

MISCELLANEOUS ADDENDUM

This Miscellaneous Addendum ("Addendum") is entered into effective as of (the "Effective Date"), by and between:

RECITALS

WHEREAS, Party A and Party B entered into a written agreement titled dated (the "Agreement");

WHEREAS, the parties desire to amend and supplement certain terms of the Agreement as set forth in this Addendum so that the Agreement, as amended, accurately reflects the parties' current obligations and expectations.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

SCOPE OF WORK

The following describes the additional services, changes, or clarifications to the original Agreement that are the subject of this Addendum:

PAYMENT TERMS

Compensation for the additional work described in this Addendum shall be as follows:

Late Payment: Unpaid amounts shall accrue interest at the rate of or a late fee of (whichever is greater), beginning on the date payment is due until paid in full.

TERM AND TERMINATION

This Addendum shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Addendum for convenience upon days' prior written notice to the other party. In addition, a material breach by either party that is not cured within days after written notice of such breach shall entitle the non-breaching party to terminate immediately.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by one party (the Disclosing Party) to the other (the Receiving Party) in connection with this Addendum, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, pricing, technical data, customer information, and trade secrets.

The Receiving Party shall (i) hold Confidential Information in strict confidence, (ii) use Confidential Information solely for the performance of this Addendum, and (iii) restrict disclosure to employees, agents, or contractors with a need to know who are bound by confidentiality obligations no less protective than those herein. The obligations in this section shall survive termination or expiration of this Addendum for a period of years, except that trade secrets shall remain protected for so long as they meet legal criteria for trade secret protection.

Confidential Information does not include information that (a) is or becomes publicly known through no breach by the Receiving Party, (b) is rightfully received from a third party without restriction, (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information, or (d) is required to be disclosed by applicable law or valid legal process, provided the Receiving Party gives prompt notice to the Disclosing Party and cooperates to seek a protective order.

GOVERNING LAW

This Addendum shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for resolution of any disputes arising under this Addendum.

MISCELLANEOUS

Entire Agreement: Except as expressly amended 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 its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

Amendment: No amendment to this Addendum will be effective unless in writing and signed by authorized representatives of both parties.

Assignment: Neither party may assign its rights or delegate its obligations under this Addendum without the prior written consent of the other party, except that a party may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets.

Severability: If any provision of this Addendum is held invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and the remaining provisions shall remain in full force and effect.

MODIFICATIONS TO ORIGINAL AGREEMENT (IF ANY)

The parties specifically modify the following sections or provisions of the Agreement as set forth below. If no modification is required for a particular section, indicate "No change":

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full power and authority to enter into this Addendum, that the person executing this Addendum on its behalf is duly authorized to do so, and that execution and performance of this Addendum will not violate any applicable law or agreement to which it is bound.

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