Addendum Template

Addendum No. ___

To the Master Services Agreement

between Mataki Labs LLC and [Customer Name]

This Addendum No. ___ (this “Addendum”) is entered into as of the date of the last signature below (the “Addendum Effective Date”), by and between Mataki Labs LLC, a Wyoming limited liability company (“Mataki”), and [Customer Name] (“Customer”).

This Addendum amends the Master Services Agreement between the Parties dated ____________ (the “MSA”) and, where indicated, the Data Processing Addendum attached thereto as Exhibit B (the “DPA”). Capitalized terms not defined herein have the meanings set forth in the MSA or DPA, as applicable. Except as expressly amended by this Addendum, the MSA and DPA remain in full force and effect. In the event of any conflict between this Addendum and the MSA or DPA, this Addendum will control.

Amendments

[Select and include only the applicable amendments below. Delete any that do not apply to this Customer.]

Amendment A: Termination for Convenience Fee Cap

[Include if Customer has negotiated a termination fee cap.]

Section 10.4 of the MSA is hereby deleted in its entirety and replaced with the following:

10.4 Termination for Convenience. Customer may terminate any Service Order for convenience by providing Mataki with at least sixty (60) days’ prior written notice. Upon such termination, Customer’s payment obligation is limited to: (a) all Fees accrued through the effective date of termination; plus (b) a termination fee equal to _______ months of the then-applicable monthly Fees under the affected Service Order (or, if the remaining Subscription Term is less than the termination fee period, the Fees for the remaining term). Any prepaid Fees in excess of the amounts owed under clauses (a) and (b) will be refunded pro rata within thirty (30) days. Mataki may terminate this MSA for convenience by providing Customer with at least ninety (90) days’ prior written notice, during which period Mataki will continue to provide the Services.

Amendment B: Fee Increase Cap

[Include if Customer has negotiated a fee increase cap at renewal.]

Section 3.6 of the MSA is hereby deleted in its entirety and replaced with the following:

3.6 Fee Adjustments. Upon renewal of a Subscription Term, Mataki may increase Fees by providing Customer with written notice at least sixty (60) days prior to the start of the renewal term. Any such increase will not exceed the lesser of: (a) the percentage change in the U.S. Consumer Price Index for All Urban Consumers (CPI-U) for the twelve (12) month period ending on the most recently published index date prior to the renewal notice, plus five percent (5%); or (b) eight percent (8%). Fee increases in excess of this cap require mutual written agreement. If Customer does not agree to a permitted increase, Customer may terminate the affected Service Order effective as of the end of the then-current Subscription Term.

Amendment C: Data Protection Liability Sublimit

[Include if Customer has negotiated a separate liability sublimit for data protection breaches.]

Section 9.3(d) of the MSA is hereby deleted in its entirety and replaced with the following:

(d) Mataki’s liability arising from breach of Section 6 (Data Protection) or the DPA, including liability arising from a Security Incident, will be subject to a separate aggregate sublimit equal to the greater of: (i) x the total Fees paid or payable by Customer under the applicable Service Order during the twelve (12) month period immediately preceding the event; or (ii) $____ USD. This sublimit applies in lieu of, and not in addition to, the general aggregate cap in Section 9.2 for data protection claims. This sublimit does not cap Mataki’s liability for violations arising from Mataki’s willful misconduct or intentional acts, which remain subject to Section 9.3(e).

Section 10.2 of the DPA is hereby replaced with corresponding language referencing the sublimit above.

Amendment D: Video Conference Arbitration

[Include for international customers or customers who have requested remote hearings.]

The third and fourth sentences of Section 12.3 of the MSA are hereby deleted and replaced with the following:

Unless both Parties agree otherwise in writing, all arbitration hearings shall be conducted by video conference or equivalent remote means. The arbitration shall be administered in accordance with Wyoming procedural requirements to the extent required by the AAA rules. The arbitrator’s award will be final and binding, and judgment upon the award may be entered in any court of competent jurisdiction.

Amendment E: SOC 2 Certification Timeline

[Include if Mataki does not yet have SOC 2 Type II and Customer requires a timeline commitment.]

The following subsections are added to DPA Section 7.5:

(d) If Mataki has not obtained SOC 2 Type II certification within twelve (12) months of the Addendum Effective Date, Customer may conduct or commission a direct audit of Mataki’s security controls at Customer’s cost, subject to DPA Section 7.2 procedures.

(e) If Mataki has not obtained SOC 2 Type II certification within eighteen (18) months of the Addendum Effective Date, Customer may terminate the affected Service Order(s) without penalty, with a pro rata refund of prepaid Fees for the unused Subscription Term.

General Provisions

Entire Amendment. This Addendum, together with the MSA and DPA, constitutes the complete agreement regarding the subject matter hereof.

Counterparts. This Addendum may be executed in counterparts. Electronic signatures are deemed original signatures.

No Other Amendments. Except as expressly amended by this Addendum, the MSA and DPA remain in full force and effect.