Revised Project Pool Plan

REVISED PROJECT POOL PLAN

This Revised Project Pool Plan (the Plan) is entered into by and between Administrator Name: and Participant Name: . The parties are collectively referred to herein as the Parties.

WHEREAS

WHEREAS, the Parties previously adopted a Project Pool Plan dated (Original Plan) to aggregate funds and allocate resources for certain listed projects; and

WHEREAS, the Parties have determined that amendments and refinements to the Original Plan are necessary to address changes in project scope, funding allocations, and administrative procedures; and

WHEREAS, the Parties desire to memorialize the revisions described in this Revised Project Pool Plan, effective as of .

SCOPE OF WORK

The Administrator will manage the pooled fund and oversee allocation of resources to individual projects as described below. Participant will cooperate with Administrator in funding, reporting, and project delivery consistent with this Plan.

PAYMENT TERMS

The Parties agree that contributions to the Project Pool will be made and disbursed under the following terms.

If a required contribution is not received within days after the due date, a late fee of percent per month (or a flat fee of , if elected) will apply to the overdue amount. Late fees will accrue until payment in full is received.

TERM AND TERMINATION

This Revised Project Pool Plan shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either Party may terminate this Plan for convenience upon providing written notice to the other Party not less than days prior to the effective date of termination. Termination for cause may occur upon material breach not cured within thirty (30) days following written notice identifying the breach.

CONFIDENTIALITY

Each Party shall maintain in confidence all non-public information and documentation disclosed by the other Party in connection with the Plan that is designated confidential or that a reasonable person would understand to be confidential under the circumstances (Confidential Information). Confidential Information shall not include information that: (a) is or becomes generally available to the public without breach of this Plan; (b) is rightfully received from a third party without restriction and without breach of a duty to the disclosing Party; or (c) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information.

Each Party shall use Confidential Information solely for the purposes of performing obligations under this Plan and shall restrict disclosure to its employees, agents, contractors, or professional advisors who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein.

GOVERNING LAW

This Plan shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles. The Parties submit to the exclusive jurisdiction of the courts located in that State for any dispute arising under this Plan.

AMENDMENT; ENTIRE AGREEMENT

This Plan constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, proposals and communications, whether written or oral. No amendment, modification or waiver of any provision of this Plan shall be effective unless set forth in a written instrument signed by both Parties.

REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has the full right, power and authority to enter into and perform its obligations under this Plan, that the person signing on its behalf is authorized to do so, and that the execution and performance of this Plan will not violate any agreement or legal obligation binding on such Party.

NOTICES

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