Project Processing Addendum

PROJECT PROCESSING ADDENDUM

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

WHEREAS

WHEREAS, Client has engaged Service Provider under a principal agreement for project services (the "Agreement"), and the parties desire to set forth specific project processing responsibilities, payment terms and administrative procedures applicable to certain projects covered by the Agreement.

WHEREAS, this Addendum supplements and modifies the Agreement only as expressly set forth herein; all capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Agreement.

SCOPE OF WORK

The Service Provider shall perform project processing services described below, including but not limited to intake review, data entry, quality control checks, permit/document submission, coordination with third-party processors, and issuance of processing reports. The parties agree that the scope for the project identified by Project Reference Number: is as follows:

PAYMENT TERMS

Client shall pay Service Provider the amounts set forth below for the project processing services. All fees are payable in U.S. dollars and exclude applicable taxes unless otherwise stated.

TERM AND TERMINATION

The term of this Addendum commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Addendum.

Either party may terminate this Addendum for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Termination for material breach shall be effective upon written notice if such breach is not cured within thirty (30) days following receipt of notice specifying the breach.

CONFIDENTIALITY

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical or financial information disclosed in connection with this Addendum. The receiving party shall (i) use Confidential Information only for the purposes of performing under this Addendum, (ii) restrict disclosure to those employees and contractors with a need to know, and (iii) protect Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that is or becomes generally known to the public through no wrongful act of the receiving party, was lawfully received from a third party without restriction, or is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Acknowledgment of confidentiality obligations: I acknowledge and agree to be bound by the confidentiality obligations set forth above.

GOVERNING LAW

This Addendum shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws provisions. The parties submit to the exclusive jurisdiction of courts located in that State for disputes arising under this Addendum.

ENTIRE AGREEMENT AND AMENDMENT

This Addendum, together with the Agreement, constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral. No modification or waiver of any provision of this Addendum shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Each party represents that it has the authority to enter into this Addendum. Neither party shall assign its rights or delegate its obligations under this Addendum without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

The parties agree to cooperate in good faith to execute any additional documents reasonably necessary to implement the terms of this Addendum.

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