Registry Management Addendum

REGISTRY MANAGEMENT ADDENDUM

This Registry Management Addendum ("Addendum") is made and entered into as of , by and between Service Provider: and Client: (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, the Parties entered into a primary agreement titled dated , (the "Agreement");

WHEREAS, Client requires ongoing registry management services to maintain, update and secure the registry described herein and Provider has the capability and experience to perform such services; and

WHEREAS, the Parties desire to set forth additional terms governing Provider's management of the registry as an addendum to the Agreement.

SCOPE OF REGISTRY MANAGEMENT SERVICES

Provider shall perform registry management services as described below. Services include, but are not limited to, data intake, verification, record maintenance, access control, routine backups, integrity checks, and generation of periodic reports.

PAYMENT TERMS

Client shall pay Provider for the registry management services in accordance with the rates and schedule set forth below. All fees are exclusive of taxes and third-party costs unless otherwise stated.

Provider will invoice Client in accordance with the schedule above. Invoices are due within days of receipt, unless otherwise agreed in writing.

Past due amounts shall accrue interest at the lesser of (i) % per month or (ii) the maximum rate permitted by applicable law. Alternatively, a flat late fee of may apply per late invoice.

TERM AND TERMINATION

This Addendum shall commence on the Start Date set forth below and shall continue until the End Date unless earlier terminated in accordance with this Addendum.

Start Date: , . End Date: ,

Either Party may terminate this Addendum for convenience upon providing the other Party with not less than days' prior written notice.

Either Party may terminate immediately for material breach if the breaching Party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay accrued fees for services rendered through the effective date of termination.

CONFIDENTIALITY

Each Party (the "Receiving Party") shall keep confidential and not disclose any non-public information disclosed by the other Party (the "Disclosing Party") that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information includes registry data, personally identifiable information, system credentials, and security architecture.

The Receiving Party shall use Confidential Information solely for performance under this Addendum, shall limit access to those employees, contractors and agents with a need to know, and shall protect Confidential Information with at least 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 (i) is or becomes generally known through no breach of this Addendum by the Receiving Party; (ii) is rightfully received from a third party without breach of any obligation of confidentiality; (iii) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (iv) is required to be disclosed by law, provided that the Receiving Party gives prompt written notice to the Disclosing Party and cooperates in any lawful effort to limit the disclosure.

DATA SECURITY; AUDIT RIGHTS

Provider shall implement and maintain administrative, physical and technical safeguards appropriate to the nature of the registry data, including access controls, encryption in transit and at rest where applicable, malware protection, and regular backups. Provider shall promptly notify Client of any unauthorized access, loss or disclosure of registry data and shall cooperate in remediation.

Client may, upon reasonable prior written notice and during normal business hours, audit Provider's compliance with the security and confidentiality obligations under this Addendum no more than unless a material security incident occurs.

INDEMNIFICATION; LIMITATION OF LIABILITY

Provider shall indemnify, defend and hold Client harmless from third-party claims arising from Provider's gross negligence or willful misconduct in performing the registry services. Client shall indemnify Provider from claims arising from Client's misuse of the registry data. Except for a Party's indemnity obligations or breaches of confidentiality or willful misconduct, neither Party shall be liable to the other for consequential, incidental, special or punitive damages.

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 principles.

ENTIRE AGREEMENT; AMENDMENTS

This Addendum, together with the Agreement, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications. Any amendment or modification to this Addendum must be in writing and signed by authorized representatives of both Parties.

NOTICES

MISCELLANEOUS

If any provision of this Addendum is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The Parties are independent contractors and nothing in this Addendum creates an agency, partnership, joint venture, or employment relationship between them. The Parties may execute this Addendum in counterparts, each of which shall be an original and all of which together shall constitute one instrument. Electronic signatures shall be binding.

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