NOTICE OF CHANGE IN TERMS TO THE VISIONARY 360 MASTER SERVICE AGREEMENT (“NOTICE”)

Thank you for being a valued Visionary 360 customer.  This notice highlights important changes to the terms of your Visionary 360 Master Service Agreement (“Agreement”), pursuant to section 12 Miscellaneous.

The Agreement now includes these new and updated terms and conditions and will apply to you and your use of Visionary 360 Services.  Capitalized terms have the meanings provided in the Agreement.

Please review this Notice and keep a copy with your important records.  If you have any questions or would like a copy of the updated Agreement, email us at notices@visionary360.com.

The Visionary 360 Master Service Agreement governs your relations with Visionary 360. Changes are summarized below.

The section titled RECITALS is to be replaced as follows:

RECITALS

The objective of this Agreement is for Visionary 360 to provide consulting services to optimize the use and integration of various line of business applications (“Applications”), implement best practices across the Applications, and assist with process and workflow creation used in the Applications. Client seeks the services enumerated in this Agreement.

The section titled SCORE OF SERVICES is to be replaced as follows:

SCOPE OF SERVICES The scope of the services to be provided under this Agreement shall be as provided in an exhibit (“Exhibit”) attached hereto.  In the event Client elects to add additional services, Visionary 360 and Client will execute additional Exhibits which shall become included and governed by the terms of this Agreement.

The section titled LIMITATION OF LIABILITY is to be replaced as follows:

LIMITATION OF LIABILITY Except for a breach of confidentiality obligations (which liability shall be limited to the greater of the amounts actually paid under Visionary 360’s insurance policies or the amounts paid to Visionary 360 under the applicable Exhibit), in no event shall either party be liable to the other, or its employees, agents, servants, or any other third party, for any loss of profit, loss of business, direct or indirect, incidental, special, consequential, exemplary, and/or punitive damages arising out of or related to this agreement, even if the first party has been advised thereof.  Visionary 360 shall not be liable to Client, if any person, other than Visionary 360, (including Client or Client’s agents) alters the work performed by Visionary 360 in any manner. Due to the number of hardware/software combinations and interactions beyond the control of Visionary 360, Visionary 360 cannot guarantee that the Applications will always run trouble-free nor can Visionary 360 guarantee that every solution will be 100% effective.  Visionary 360 shall not be liable to Client for any problems caused by third party hardware or software. The parties hereby agree that, except for breach of confidentiality obligations, in no event shall a party’s maximum liability under this Agreement exceed the fees paid by Client to Visionary 360.

The subsection titled Disclosures to Governmental Entities, in the section titled CONFIDENTIALITY is to be replaced as follows:

Disclosures to Governmental Entities

If the Receiving Party becomes legally obligated to disclose Confidential Information by any governmental entity with jurisdiction over it, and provided that the Receiving Party is legally permitted to disclose the matter to the Disclosing Party, the Receiving Party will give the Disclosing Party prompt written notice sufficient to allow the Disclosing Party to seek a protective order or other appropriate remedy.  The Receiving Party will disclose only such information as is legally required and will use its reasonable best efforts to assist the Disclosing Party (at Disclosing Party’s cost) in obtaining confidential treatment for any Confidential Information that is so disclosed.

The section titled NOTICES is to be replaced as follows:

NOTICES   Notices made pursuant to the terms of this Agreement shall be in writing, addressed to the appropriate party at the addresses first listed above, sent by either (i) United States Postal Service (“USPS”), prepaid First-Class postage, (ii) nationally recognized overnight delivery, or (iii) email, using the email address first listed above.  Notice by USPS shall be deemed received two (2) business days following deposit with USPS; notice by overnight delivery shall be deemed received one (1) business day following deposit with the delivery service; notice by email shall be deemed received upon the sending of the email.  Notice of changes in addresses shall be made in accordance with this Paragraph.