True Up Agreement

TRUE UP AGREEMENT

Effective Date:

This True Up Agreement (the "Agreement") is entered into as of the Effective Date above by and between Client Name: ("Client"), and Vendor Name: ("Vendor"). Client and Vendor are each a "Party" and together the "Parties."

WHEREAS

WHEREAS, Vendor provides certain goods and/or services to Client as described in this Agreement and related statements of work; and

WHEREAS, the Parties desire to establish a process to reconcile fees, charges, usage, or other metric-based amounts (a "true-up") periodically to ensure charges reflect actual measured activity and agreed pricing;

WHEREAS, the Parties intend that this Agreement govern the calculation, invoicing, payment, audit, and dispute resolution process for such true-ups.

SCOPE OF WORK

The true-up applies to the following measurable items: .

TRUE-UP CALCULATION AND RECONCILIATION

Reconciliation Frequency: Monthly Quarterly Annual

Reconciliation Period Covered: From to .

Audit Rights: Vendor shall retain records necessary to support invoiced amounts and Client may, no more than once per reconciliation period, request an audit of such records upon days' prior written notice. Audits shall be conducted during normal business hours and in a manner intended to minimize disruption.

PAYMENT TERMS

All amounts are payable in currency: .

Vendor will issue a true-up invoice within days after the end of the reconciliation period. Client shall pay invoiced amounts within days of invoice receipt.

Late Fee and Interest: Unpaid amounts shall incur interest at % per month (or the maximum permissible rate if lower), plus a one-time administrative late charge of .

TERM AND TERMINATION

Term Commencement: This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as provided herein.

Either Party may terminate this Agreement for convenience upon days' prior written notice. Termination shall not relieve the Parties of obligations to pay fees accrued through the effective date of termination or to complete any reconciliation then pending.

CONFIDENTIALITY

Each Party shall maintain in confidence and shall not disclose to any third party the other Party's Confidential Information. For purposes of this Agreement, "Confidential Information" means non-public information that is marked confidential or would reasonably be understood to be confidential given the nature and circumstances of disclosure.

Confidential Information does not include information that (a) is or becomes generally available to the public other than through a breach of this Agreement, (b) was already in the receiving Party's possession without restriction prior to disclosure, (c) is received from a third party without breach of any obligation of confidentiality, or (d) is independently developed by the receiving Party without use of or reference to the disclosing Party's Confidential Information.

A receiving Party may disclose Confidential Information to the extent required by law or valid order of a court or governmental body, provided the receiving Party gives prompt written notice to the disclosing Party and cooperates with reasonable measures to limit disclosure.

The confidentiality obligations set forth in this section shall survive termination of this Agreement for a period of years.

DISPUTE RESOLUTION

The Parties shall use good faith efforts to resolve any dispute arising under this Agreement by negotiation between senior representatives. If unresolved within days, the Parties may pursue any remedy available at law or equity in the courts identified in the Governing Law section below.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles.

MISCELLANEOUS

Entire Agreement: This Agreement, including any exhibits and statements of work expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written.

Amendments: No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

Survival: Any provisions that by their nature should survive termination or expiration of this Agreement (including but not limited to payment obligations, confidentiality, audit rights, and dispute resolution) shall so survive.

NOTICES

SIGNATURES

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