Pricing Update Document

PRICING UPDATE AGREEMENT

THIS PRICING UPDATE AGREEMENT (the Agreement) is entered into as of Effective Date: by and between Company Name: and Service Provider Name: .

WHEREAS

WHEREAS, the parties entered into a Master Services Agreement or other controlling contract identified as Agreement Reference: dated (the Original Agreement);

WHEREAS, the parties desire to amend the pricing terms of the Original Agreement to reflect updated prices, effective as of the Effective Date stated above, on the terms and conditions set forth in this Pricing Update Agreement; and

WHEREAS, the parties intend for this Agreement to govern the application of Updated Prices to services and products provided under the Original Agreement as of the Effective Date.

Updated Price Schedule

Item 1 — Description

Item 2 — Description

Item 3 — Description

Scope of Work

The Updated Prices described in this Agreement shall apply to the goods and services detailed below. The parties acknowledge that any changes to scope that materially increase costs will be addressed by amendment in accordance with the Original Agreement.

Payment Terms

Client shall pay the Service Provider the Updated Prices in the amounts and according to the schedule set forth below. All payments are due in the currency specified in the Original Agreement or as otherwise agreed in writing.

Any undisputed invoice not paid within Payment Due Days shall accrue late charges at the lesser of Late Fee Percentage: or Late Fee Flat Amount: per billing cycle until paid in full. The assessment of late fees is without waiver of any other remedies.

Term and Termination

This Pricing Update Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the Notice Period specified above following written notice describing the breach with reasonable specificity. Termination of this Pricing Update Agreement shall not affect obligations accrued prior to termination, including payment obligations for services rendered.

Confidentiality

Each party shall treat as Confidential Information all non-public business and pricing information disclosed by the other party in connection with this Agreement. Confidential Information shall not include information that is publicly known, rightfully received from a third party without obligation of confidentiality, independently developed by the receiving party, or required to be disclosed by law provided the disclosing party is given prompt notice and an opportunity to seek protective relief.

The obligations of confidentiality shall survive termination of this Agreement for Confidentiality Term (years): years from the date of disclosure. Remedies for breach shall include injunctive relief in addition to any other remedies available at law or in equity.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. Venue for any dispute shall lie in the state or federal courts located within that State, and the parties submit to personal jurisdiction therein.

Entire Agreement

This Pricing Update Agreement, together with the Original Agreement as amended hereby, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, proposals, representations and understandings, whether written or oral. Any amendment to this Agreement must be in writing and executed by authorized representatives of both parties.

Notices

Notices under this Agreement shall be delivered to the addresses below or to such other address as either party designates by written notice to the other.

Representations and Certifications

Each party represents and warrants that it has full power and authority to enter into this Agreement and that the individual signing below has been duly authorized to execute this Agreement on behalf of such party. Each party further certifies that the updated pricing does not violate any existing contractual commitments to third parties.

Sign Now