MSA Service Contract Addendum

MSA SERVICE CONTRACT ADDENDUM

This Addendum to the Master Service Agreement (this "Addendum") is entered into as of Effective Date: by and between Client Name: , a(n) organized under the laws of (hereinafter "Client"), and Service Provider: , a(n) organized under the laws of (hereinafter "Provider").

RECITALS

WHEREAS, Client and Provider are parties to that certain Master Service Agreement dated (the "MSA");

WHEREAS, the parties desire to amend the MSA to modify the scope of services, pricing, and certain administrative terms as set forth herein; and

WHEREAS, capitalized terms used but not defined in this Addendum shall have the meanings set forth in the MSA.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. AMENDMENT TO SCOPE OF SERVICES

1.1. The Services described in Exhibit A to the MSA are amended to include the additional services set forth below (the "Amended Services"). Provider shall perform the Amended Services in accordance with the standards and timelines required by the MSA and this Addendum.

2. TERM; TERMINATION

2.1. Term. The term of this Addendum shall commence on the Effective Date and shall continue until unless earlier terminated in accordance with the MSA or this Addendum.

2.2. Termination. Either party may terminate this Addendum for material breach in accordance with the termination provisions of the MSA. Termination of this Addendum shall not relieve either party of obligations accrued prior to the effective date of termination.

3. COMPENSATION AND INVOICING

3.1. Fees. In consideration for the Amended Services, Client shall pay Provider the fees set forth below. Fees shall be invoiced and paid in accordance with the billing procedures in the MSA.

3.2. Expense Reimbursement. Provider shall be reimbursed for preapproved, reasonable out-of-pocket expenses incurred in performing the Amended Services in accordance with the MSA. Unless otherwise agreed in writing, expense reimbursement shall be supported by receipts and invoiced monthly.

4. CONFIDENTIALITY

4.1. Confidential Information. The parties acknowledge and agree that all Confidential Information disclosed in connection with the Amended Services shall remain subject to the confidentiality and non-disclosure obligations set forth in the MSA. Each party shall continue to exercise at least the same degree of care to protect Confidential Information as it employs with its own confidential materials, but in no event less than reasonable care.

5. INTELLECTUAL PROPERTY

5.1. Ownership; License. Unless otherwise expressly provided in this Addendum, all preexisting Intellectual Property owned by a party shall remain the sole property of that party. Subject to full payment of all fees due, Provider hereby grants to Client a nonexclusive, nontransferable, worldwide license to use Deliverables created specifically under this Addendum, solely for Client's internal business purposes, unless a different allocation of rights is set forth below.

6. INDEMNIFICATION

6.1. Mutual Indemnity. Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents (collectively, "Indemnitees") from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of or resulting from the Indemnifying Party's breach of this Addendum, negligence, willful misconduct, or infringement of a third party's intellectual property rights in connection with the Amended Services.

7. LIMITATION OF LIABILITY

7.1. Except as provided in Section 6 (Indemnification) and to the extent permitted by applicable law, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of each party arising out of or relating to this Addendum shall not exceed or the total fees paid or payable under this Addendum in the twelve (12) month period preceding the event giving rise to the claim, whichever is greater.

8. INSURANCE

8.1. Provider shall maintain, at its expense, insurance coverages customary for providers performing similar services, including general liability and professional liability insurance with limits not less than those set forth below. Provider shall furnish certificates of insurance upon request.

9. COMPLIANCE WITH LAWS

9.1. Each party shall comply with all applicable laws, rules and regulations in the performance of its obligations under this Addendum, including, where applicable, export controls, data protection and privacy laws. Provider shall not engage in any activity that would cause Client to be in violation of applicable law.

10. NOTICES

10.1. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and addressed to the parties at the addresses set forth below (or to such other address that a party may designate by notice given in accordance with this Section).

11. GOVERNING LAW; VENUE

11.1. 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 consent to the exclusive jurisdiction and venue of the state and federal courts located in that state for any dispute arising out of or related to this Addendum.

12. ENTIRE AGREEMENT; SEVERABILITY

12.1. Entire Agreement. This Addendum, together with the MSA, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether oral or written, relating to such subject matter.

12.2. Severability. If any provision of this Addendum is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby, and the parties shall endeavor in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the original economic and legal intent of the parties.

13. AMENDMENT; WAIVER; COUNTERPARTS

13.1. Amendment. No amendment or modification of this Addendum shall be effective unless in writing and signed by authorized representatives of both parties.

13.2. Waiver. No failure or delay by either party in exercising any right hereunder shall operate as a waiver of that right unless such waiver is in writing and signed by the party granting the waiver.

13.3. 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. Execution and delivery of this Addendum by electronic signature, facsimile or other electronic transmission shall be effective to bind the executing party.

14. MISCELLANEOUS

14.1. Conflicting Provisions. To the extent of any conflict between the terms of this Addendum and the MSA, the terms of this Addendum shall control solely with respect to the subject matter of this Addendum.

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