Miscellaneous Mandatory Annexure

Miscellaneous Mandatory Annexure

Annexure No.:    Effective Date:

This Miscellaneous Mandatory Annexure (this "Annexure") is entered into between:

Party A Name: , Address:

Party B Name: , Address:

WHEREAS

WHEREAS, Party A and Party B are parties to a primary agreement titled dated (the "Reference Agreement");

WHEREAS, the parties desire to set forth mandatory ancillary terms, clarifications and obligations that shall apply to the services and transactions described herein; and

WHEREAS, this Annexure is incorporated into and forms part of the Reference Agreement and supplements the parties' respective duties and remedies.

Scope of Work

Payment Terms

Invoicing: Invoices shall be sent to the payor at the billing address provided and shall set forth a clear statement of services, applicable taxes, and any reimbursable expenses. Payment is due within days of receipt of a properly submitted invoice.

Late Payment: Any undisputed amount not paid when due shall accrue interest at the rate of or the maximum rate permitted by law, whichever is lower. The non-defaulting party shall be entitled to recover costs of collection, including reasonable attorneys' fees.

Term and Termination

Term Commencement Date:    Term End Date:

Either party may terminate this Annexure for convenience upon written notice to the other party given at least days prior to the effective termination date. Either party may terminate immediately for material breach if such breach is not cured within thirty (30) days following written notice.

Confidentiality

Each party (the "Receiving Party") shall hold in confidence and shall not disclose to any third party any Confidential Information of the other party (the "Disclosing Party") except as authorized in writing. "Confidential Information" includes non-public business, technical, financial and customer information disclosed in connection with this Annexure. 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 a reasonable standard of care.

Exceptions: Confidential Information does not include information that is (a) already known to the Receiving Party without obligation of confidentiality, (b) becomes publicly available through no fault of the Receiving Party, or (c) independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

  I acknowledge and agree to the confidentiality obligations set forth above.

Governing Law

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

Entire Agreement

This Annexure, together with the Reference Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

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

Severability: If any provision of this Annexure is held invalid or unenforceable, 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, to the extent possible, achieves the parties' original intent.

Execution

The individuals signing below represent and warrant that they are authorized to execute this Annexure on behalf of the respective party and that this Annexure is a binding obligation of such party.

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