Program Services Addendum

PROGRAM SERVICES ADDENDUM

This Program Services Addendum (the Addendum) is entered into as of Effective Date: by and between Service Provider Name: and Client Name: .

WHEREAS

WHEREAS, Service Provider is engaged in the business of developing and delivering program services and possesses experience, personnel and resources required to perform the services contemplated herein;

WHEREAS, Client desires to engage Service Provider to provide the program services described in this Addendum, and Service Provider agrees to provide such services under the terms and conditions set forth below;

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

SCOPE OF WORK

Service Provider shall perform the program services described below and any ancillary tasks reasonably necessary to deliver the program in accordance with the terms of this Addendum.

PAYMENT TERMS

Client shall compensate Service Provider for the services described in the Scope of Work as set forth below. All amounts are payable in United States dollars unless otherwise agreed in writing.

Late Payment: Any undisputed amount not received by Service Provider by the applicable due date shall accrue interest at the rate of or the maximum rate permitted by applicable law, whichever is less. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Service Provider in collecting past-due amounts.

TERM AND TERMINATION

Term: This Addendum shall commence on Start Date: and shall continue through End Date: unless earlier terminated in accordance with this section.

Termination for Convenience: Either party may terminate this Addendum without cause upon providing written notice to the other party at least days prior to the intended termination date. Termination shall not relieve Client of obligations to pay for services performed and non-cancellable commitments made prior to the effective date of termination.

Termination for Cause: Either party may terminate immediately for material breach by the other party if such breach remains uncured for thirty (30) days following written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by either party to the other in connection with this Addendum, including program materials, participant data, pricing, business plans and proprietary methodologies, whether disclosed orally, visually or in writing.

Obligations: Receiving party shall (a) use Confidential Information solely for the performance of this Addendum, (b) restrict disclosure to employees, contractors and agents with a need to know and who are bound to confidentiality obligations at least as protective as those herein, and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure.

Exclusions: Confidential Information shall not include information that (i) is or becomes generally available to the public other than through a breach of this Addendum; (ii) was already known to receiving party at the time of disclosure without obligation of confidentiality; (iii) becomes rightfully available from a third party without restriction; or (iv) is independently developed by receiving party without use of Confidential Information.

GOVERNING LAW; DISPUTE RESOLUTION

This Addendum shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles. Any dispute arising out of or relating to this Addendum shall be resolved by the parties through good faith negotiation. If the parties are unable to resolve a dispute within sixty (60) days, either party may pursue any remedies available at law or in equity.

ENTIRE AGREEMENT; AMENDMENT

This Addendum, together with any agreements referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. This Addendum may be amended only by a written instrument executed by authorized representatives of both parties.

MISCELLANEOUS

Severability: If any provision of this Addendum is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and shall not affect interpretation.

Independent Contractor: Service Provider is an independent contractor and not an employee, agent, joint venturer or partner of Client. Nothing in this Addendum shall create any fiduciary duty or relationship other than as expressly stated herein.

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