A service agreement addendum is a document that supplements an existing service agreement. This document can be used to clarify or amend specific terms of the original agreement. It is important to note that a service agreement addendum does not replace the original agreement, but instead should be considered a separate document that supplements it. If you are considering adding an addendum to your existing service agreement, it is important to consult with an attorney to ensure that all necessary provisions are included.
Below is a list of common sections included in Service Agreement Addendums. These sections are linked to the below sample agreement for you to explore.
ADDENDUM NO. 1 TO SERVICES AGREEMENT
THIS ADDENDUM NO. 1 to SERVICES AGREEMENT (this “ Addendum ”) is entered into as of May 28, 2010, by and between CDC Software Corporation, a company organized under the laws of the Cayman Islands (“ CDC Software ”), and CDC Corporation, a company organized under the laws of the Cayman Islands (“ Parent ”).
WHEREAS, CDC Software and its parent company, CDC Software International Corporation, offered and sold class A ordinary shares, $0.001 par value per share (the “ Class A Ordinary Shares ”), to the public in an offering registered under the Securities Act of 1933, as amended (the “ Initial Public Offering ”);
WHEREAS, in connection with the Initial Public Offering, CDC Software and Parent entered into a Services Agreement dated as of August 6, 2009 (the “Services Agreement”);
WHEREAS, pursuant to Sections 2.02 and 7.10 of the Services Agreement, CDC Software wishes to subscribe for additional services, including the services described on Schedule I attached to this Addendum (the “Additional Parent Services”);
WHEREAS, on the terms and subject to the conditions set forth herein, CDC Software desires to engage Parent as an independent contractor to provide, directly or indirectly, the Additional Parent Services to CDC Software effective as of May 1, 2010; and
WHEREAS, on the terms and subject to the conditions set forth herein, Parent desires to provide, directly or indirectly, the Additional Parent Services to CDC Software.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged by this Addendum, Parent and CDC Software, for themselves, their successors and assigns, agree as follows:
Terms not otherwise defined herein shall have the meanings ascribed to it in the Services Agreement.
PURCHASE AND SALE OF SERVICES; NO WARRANTY
Section 2.01 Purchase and Sale of Services . (a) Subject to the terms and conditions of this Addendum, Parent shall have right, but not the obligation, to provide to CDC Software, or procure the provision to CDC Software of, and in the event Parent agrees to provide the Additional Parent Services, CDC Software agrees to purchase from Parent, the Additional Parent Services in consideration of the costs set forth on Schedule II of this Addendum.
(b) The Parties understand that (i) the Additional Parent Services that Parent shall provide (or procure the provision of) to CDC Software under this Addendum will, at CDC Software’s request, be provided to
Subsidiaries and customers of CDC Software and (ii) Parent may satisfy its obligation to provide or procure the Additional Parent Services hereunder by causing one or more of its Subsidiaries (other than CDC Software) to provide or procure such Additional Parent Services. With respect to Parent Services provided to, or procured on behalf of, any Subsidiary of CDC Software, CDC Software agrees to pay on behalf of such Subsidiary all amounts payable by or in respect of such Additional Parent Services.
Section 2.02 Right of First Refusal . CDC Software shall first offer Parent the right to provide the Additional Parent Services. A designated CDC Software representative set forth on Schedule III attached hereto shall provide written notice to all of the designated representatives of Parent identified on Schedule III hereto notifying Parent of the Additional Parent Services that CDC Software is requesting be provided by Parent. Parent shall have 24 hours to notify all of the designated representatives of CDC Software identified on Schedule III hereto of whether or not Parent shall provide such Additional Parent Services to CDC Software. In the event Parent elects not to provide such Additional Parent Services, or CDC Software does not receive a response from Parent in accordance with this provision within such 24-hour period, CDC Software shall be entitled to contract with a third party for such services such that CDC Software shall be permitted to fulfill its customer obligations. For the avoidance of doubt, electronic mail (e-mail) shall satisfy the condition that notice must be provided in writing. Each of CDC Software and Parent shall be entitled to amend Schedule III from time to time by providing written notice to the other party.
EFFECT OF THIS ADDENDUM