Miscellaneous Annexes and Formats Signed

MISCELLANEOUS ANNEXES AND FORMATS SIGNED

This Miscellaneous Annexes and Formats Signed (the Agreement) is entered into effective as of by and between and .

WHEREAS

WHEREAS, the parties previously entered into one or more underlying agreements identified by reference and any schedules or statements of work incorporated therein (the Underlying Agreement), and the parties wish to identify, confirm and incorporate certain annexes, templates and format documents required for performance under the Underlying Agreement;

WHEREAS, the parties desire to confirm that the annexes and formats listed below (the Annexes and Formats) are executed, form part of the Underlying Agreement and govern the technical, operational and billing formats to be used in the parties' performance; and

WHEREAS, the parties acknowledge that certain Annexes and Formats may be revised by mutual written agreement and that execution of this document constitutes acceptance of the versions listed herein unless otherwise noted.

SCOPE OF WORK

ANNEXES AND FORMATS

The parties hereby certify that the following Annexes and Formats are executed and are incorporated into the Underlying Agreement. For each Annex, indicate attachment and provide a concise description of content and applicable format requirements.

PAYMENT TERMS

The parties agree that any amounts payable in connection with the Annexes and Formats shall be governed by the payment provisions set forth below.

All payments shall be made in lawful currency of the jurisdiction specified in this Agreement. Any undisputed late payments shall accrue interest at the rate set forth above from the due date until paid. The right to suspend performance for non-payment is reserved, subject to any cure periods specified below.

TERM AND TERMINATION

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

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for the notice period specified above following receipt of written notice. Termination shall not relieve either party of obligations accrued prior to termination, including payment obligations and confidentiality obligations which expressly survive termination.

CONFIDENTIALITY

Each party shall treat as confidential and shall not disclose to any third party any non-public information, specifications, formats, data or other materials provided by the other party in connection with the Annexes and Formats (Confidential Information), except as necessary for performance and only to those employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. Confidential Information shall remain subject to protection for a period of following termination or expiration of this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles. Venue for any dispute arising from this Agreement shall lie in the courts of that jurisdiction, subject to any mandatory forum or arbitration provisions in the Underlying Agreement.

ENTIRE AGREEMENT

This Agreement, together with the Underlying Agreement and the Annexes and Formats identified herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral, relating thereto. Any amendment must be made in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect and the parties shall negotiate in good faith a substitute, valid and enforceable provision that most nearly effects the parties' intent.

CERTIFICATION

By signing below, each party certifies that the annexes and formats indicated above are complete and accurate to the signatory's knowledge, conform to the parties' agreed templates and requirements, and are hereby incorporated into the Underlying Agreement. Each signatory represents and warrants that they are duly authorized to execute this Agreement on behalf of the party they represent.

Formats Accepted: Confirmation that electronic file formats, naming conventions and data schemas listed in the Annexes are approved for use.

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