Negotiators Addition Agreement

NEGOTIATORS ADDITION AGREEMENT

This Negotiators Addition Agreement (the Agreement) is entered into by and between (Primary Party) and (Counterparty). The Primary Party and the Counterparty are each a Party and together the Parties.

RECITALS

WHEREAS, the Parties entered into a prior agreement titled dated (Original Agreement);

WHEREAS, the Parties desire to add one or more negotiators to the Original Agreement on the terms set forth herein to perform negotiation, representation and related services in connection with the transactions contemplated by the Original Agreement;

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

EFFECTIVE DATE OF ADDITION

The addition of Negotiators under this Agreement shall be effective as of (Effective Date).

IDENTIFICATION OF NEGOTIATORS

SCOPE OF WORK

The Negotiators shall perform the following services in connection with the matters covered by the Original Agreement. The Negotiators shall act as independent contractors and shall not be authorized to bind either Party except to the extent expressly provided in writing.

PAYMENT TERMS

As consideration for the Negotiators' services under this Agreement, the Counterparty shall pay compensation to the Negotiators and/or a designated Party as set forth below. All amounts are stated in lawful currency unless otherwise specified.

Any amounts not paid when due shall accrue a late fee of percent per month, or the maximum lawful rate if lower, together with collection costs and reasonable attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party. Either Party may terminate immediately for material breach by the other Party that is not cured within thirty (30) days following written notice of such breach.

CONFIDENTIALITY

For the purposes of this Agreement, "Confidential Information" means non-public information disclosed by a Party that is identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Each Party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely for performance under this Agreement; and (c) not disclose Confidential Information to any third party except as necessary for performance or as required by law. Confidential Information shall not include information that is or becomes publicly known through no wrongful act of the receiving Party, or that is rightfully received from a third party without restriction.

Upon termination or expiration of this Agreement, each Party shall promptly return or destroy all Confidential Information of the other Party and certify in writing its compliance upon request.

REPRESENTATIONS; INDEMNIFICATION

Each Party represents that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. The Negotiators shall perform services in a professional manner and in compliance with applicable laws and industry standards.

Each Party agrees to indemnify, defend and hold harmless the other Party from and against any claims, liabilities, losses or expenses (including reasonable attorneys' fees) arising out of the indemnifying Party's gross negligence, willful misconduct, or material breach of this Agreement.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or such other address as a Party may designate by notice).

GOVERNING LAW

This Agreement 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 arising out of this Agreement shall lie exclusively in the state or federal courts located in that jurisdiction.

ENTIRE AGREEMENT

This Agreement, together with the Original Agreement, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, regarding the addition of Negotiators, except to the extent expressly preserved in writing in the Original Agreement. Any amendment or modification of this Agreement must be in writing and signed by both Parties.

SEVERABILITY

If any provision of this Agreement is held to be 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 or unenforceable provision with a valid provision that most nearly effects the Parties' original intent.

COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement 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. Signatures delivered by electronic means that reproduce a Party's handwritten signature are effective to bind such Party.

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