Service Add-On Agreement

SERVICE ADD-ON AGREEMENT

This Service Add-On Agreement ("Agreement") is entered into as of the Effective Date set forth below by and between the parties identified herein.

Parties

Client Name:

Client Address:

Service Provider Name:

Service Provider Address:

Recitals

WHEREAS, the Client and Service Provider are parties to a primary services agreement described as the Master Services Agreement executed between the parties on or about (the "Master Agreement");

WHEREAS, the parties desire to add certain additional services and related fees, terms and conditions to the Master Agreement subject to the terms of this Service Add-On Agreement; and

WHEREAS, the parties agree that the performance of the additional services and any associated fees shall be governed by the provisions set forth below;

Scope of Work

The Service Provider shall perform the add-on services described above in a professional and workmanlike manner consistent with industry standards. Any material changes to scope shall be made only by written Change Order signed by authorized representatives of both parties. The Service Provider shall assign competent personnel and shall remain responsible for subcontractor performance under the terms of this Agreement.

Payment Terms

Invoicing shall occur in accordance with the Payment Schedule. All invoices are payable in U.S. dollars within days of receipt unless otherwise specified. Client shall not withhold payment for disputed items provided the dispute is raised in writing within days of invoice.

Late Fee: Any overdue amount shall bear interest at per month (or the maximum rate permitted by law, if less) plus reasonable collection costs, including attorneys' fees.

Term and Termination

Effective Date: . Termination Date (if applicable):

This Agreement shall commence on the Effective Date and continue until completion of the Scope of Work or the Termination Date, whichever occurs first. Either party may terminate this Agreement for material breach by the other party if the breach remains uncured for days after written notice. Either party may terminate for convenience upon days' prior written notice to the other party.

Upon termination, Client shall pay for all work performed and reasonable costs incurred through the effective date of termination. Sections that by their nature survive termination shall survive, including confidentiality, indemnification and payment obligations.

Confidentiality

Each party (the "Receiving Party") shall keep confidential and shall not disclose to any third party any non-public proprietary or confidential information of the other party (the "Disclosing Party") disclosed in connection with this Agreement. Confidential information does not include information that (a) is or becomes generally available to the public through no act or omission of the Receiving Party; (b) was in the Receiving Party's lawful possession prior to disclosure; (c) is lawfully disclosed to the Receiving Party by a third party without restriction; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's confidential information.

The Receiving Party may disclose Confidential Information to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein. The obligations of confidentiality shall survive termination or expiration of this Agreement for years.

Representations and Warranties

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider warrants that the services provided under this Agreement will be performed in a professional manner in accordance with generally accepted industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for indirect, incidental, consequential, punitive or special damages. Each party's aggregate liability for claims arising out of or related to this Agreement shall not exceed the total fees actually paid by Client to Service Provider under this Add-On Agreement.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. Exclusive venue for any dispute shall be in the courts located in the governing jurisdiction specified above, unless otherwise required by mandatory law.

Entire Agreement

This Agreement, together with the Master Agreement and any signed Change Orders specifically referencing this Add-On Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether oral or written. No amendment or waiver of any provision of this Agreement will be effective unless made in writing and signed by authorized representatives of both parties.

Miscellaneous

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a merger, sale of substantially all assets or corporate reorganization.

Notices: All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three business days after deposit in the U.S. mail, postage prepaid, to the addresses set forth above or such other address as a party may specify by notice hereunder.

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