Supplement Business Agreement

SUPPLEMENT BUSINESS AGREEMENT

This Supplement Business Agreement (the "Supplement") is entered into by and between the parties identified below as of the Effective Date set forth herein. The parties agree that this Supplement modifies and supplements the existing agreement referenced in the recitals below and shall be governed by the terms set forth in this Supplement.

Parties

WHEREAS

WHEREAS, the Client and the Provider previously entered into a written agreement titled Original Agreement, dated (the "Original Agreement");

WHEREAS, the parties desire to supplement certain terms of the Original Agreement as set forth in this Supplement, and to confirm that all other terms of the Original Agreement remain in full force and effect except as expressly modified herein;

WHEREAS, the parties intend that this Supplement shall be effective as of the Effective Date: .

Scope of Work

The Provider shall perform the additional services described below as a supplement to the services described in the Original Agreement. The scope below describes deliverables, milestones, and performance standards specific to this Supplement.

Payment Terms

In consideration for the Supplemental Services, the Client shall pay the Provider in accordance with the terms set forth below. All payments are exclusive of applicable taxes unless otherwise agreed in writing.

Overdue payments shall incur a late fee equal to the greater of (i) per month on the outstanding balance, or (ii) a flat fee of . Interest shall accrue from the date payment was due until payment is received.

Term and Termination

The term of this Supplement shall commence on and shall continue until , unless earlier terminated in accordance with this Supplement.

Either party may terminate this Supplement for cause if the other party materially breaches any obligation under this Supplement or the Original Agreement and fails to cure such breach within the notice period specified above. Termination shall not relieve either party of liabilities accrued prior to termination.

Confidentiality

For purposes of this Supplement, "Confidential Information" means any non-public information disclosed by one party to the other in connection with the Original Agreement or this Supplement, whether disclosed orally, in writing or by inspection, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

The receiving party shall: (a) maintain the confidentiality of Confidential Information with at least the same degree of care it uses to protect its own confidential information and in no event less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Supplement; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those contained herein.

Confidential Information does not include information that: (i) is or becomes publicly available through no breach by the receiving party; (ii) is rightfully received from a third party without breach of an obligation of confidentiality; (iii) is independently developed by the receiving party without use of Confidential Information; or (iv) is required to be disclosed by law, provided the receiving party gives prompt written notice to the disclosing party and cooperates in seeking a protective order or other appropriate remedy.

The obligations of confidentiality under this Section shall survive termination or expiration of this Supplement for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Governing Law; Venue

This Supplement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any disputes arising out of or related to this Supplement.

Miscellaneous Provisions

Entire Agreement: This Supplement, together with the Original Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior or contemporaneous understandings, agreements, negotiations and discussions, whether oral or written, relating thereto. All terms of the Original Agreement not expressly modified by this Supplement remain unchanged and in full force and effect.

Amendment; Waiver: No amendment or waiver of any provision of this Supplement shall be effective unless in a writing signed by each party. No waiver shall be deemed a waiver of any subsequent breach.

Assignment: Neither party may assign or delegate its rights or obligations under this Supplement without the prior written consent of the other party, except that a party may assign this Supplement in connection with a merger, acquisition, or sale of substantially all of its assets.

Severability: If any provision of this Supplement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid provision that achieves, to the extent possible, the parties' original intent.

Execution

Each party represents and warrants that it has the right, power, and authority to enter into and perform its obligations under this Supplement and that the individual signing below is duly authorized to execute this Supplement on behalf of the respective party.

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