Adjustment Gate Document

ADJUSTMENT GATE DOCUMENT

This Adjustment Gate Document (the Agreement) is entered into by the parties identified below to govern the procedures, approvals and financial adjustments applicable to changes, scope adjustments, and work modifications related to the underlying business engagement.

Parties and Recitals

Client Name:

Service Provider Name:

Effective Date:

WHEREAS, the Client and the Service Provider have entered into an underlying agreement, project statement, or purchase order requiring a formal process to manage adjustments in scope, cost and schedule; and

WHEREAS, the parties desire to establish a controlled adjustment gate process setting forth submission requirements, assessment criteria, approval thresholds and payment adjustments to minimize disruption and preserve project governance;

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the parties agree as follows.

Scope of Work and Adjustment Requests

Adjustment Request Procedure: Any proposed change to scope, schedule or deliverables must be submitted as an Adjustment Request containing an explanation of the change, technical impact, cost estimate and schedule impact. Required elements of an Adjustment Request include:

• Identification of the affected deliverable or task
• Rationale and business justification for the adjustment
• Detailed cost estimate and labor-hours impact
• Proposed mitigation or alternative options
• Requested approval gate(s)

Adjustment Gates and Approval Workflow

The parties adopt a tiered gate process. Selection of gates applicable to a specific Adjustment Request shall be indicated by checking the boxes below and specifying the required response times and approvers.

Financial Adjustments and Payment Terms

Unless otherwise agreed in a signed amendment, the cost impact of approved Adjustment Requests shall be calculated in accordance with agreed rates, direct material costs, and any mutually agreed contingency. The parties agree the following payment terms:

Late Payment: Unpaid amounts shall accrue interest at the rate of or the maximum rate permitted by law, whichever is lower. The assessment of late fees commences on the day following the applicable invoice due date.

Currency: All monetary references in this Agreement are to unless expressly stated otherwise.

Term and Termination

Term Start Date:    Term End Date:

Either party may terminate this Adjustment Gate Document upon written notice to the other party if the underlying agreement is terminated, or for material breach of the adjustment procedures not cured within days following written notice. Termination shall not relieve the parties of obligations for Adjustment Requests approved prior to the effective date of termination.

Confidentiality

The parties acknowledge that in connection with Adjustment Requests they may exchange Confidential Information. Each party shall keep confidential and shall not disclose such information to third parties, except to its employees, consultants or subcontractors who have a legitimate need to know and are bound by confidentiality obligations at least as protective as those in this Agreement. Confidential Information does not include information which: (a) is or becomes publicly available without breach of this Agreement; (b) is already known to the receiving party without restriction; or (c) is independently developed by the receiving party without use of the disclosing party’s Confidential Information.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its choice-of-law rules.

Entire Agreement; Amendments

This Adjustment Gate Document constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

Miscellaneous Provisions

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. Waiver: No waiver of any breach shall be deemed a waiver of any subsequent breach. Assignment: Neither party may assign its rights under this Agreement without the prior written consent of the other, except to an affiliate or successor by merger or sale of substantially all assets.

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