Business Document Proposed Edits

BUSINESS DOCUMENT — PROPOSED EDITS

Parties and Proposal

Proposer Name:   Company:

Recipient Name:   Company:

Proposal Date:

WHEREAS

WHEREAS, Proposer is the party proposing specific revisions to the Document Being Edited identified above and possesses authority to propose such revisions on behalf of the Proposer's identified entity; and

WHEREAS, Recipient is the counterparty to the Document Being Edited and may accept or reject proposed revisions in accordance with the procedures and notice provisions set forth herein; and

WHEREAS, the Parties intend that any proposed edits identified in this Proposal shall become effective only upon written acceptance by the Recipient and execution by authorized representatives of both Parties as set forth in the signature block below; the Parties further agree that certain terms set forth in this covering agreement are binding upon mutual execution.

Scope of Work

The Proposer submits the following proposed edits and supporting information to the Document Being Edited. The Proposer also describes below any related performance obligations, deliverables, or changes to obligations that would result if the proposed edits are accepted and incorporated into the operative agreement.

Payment Terms

Total Amount Payable if Edits Result in Additional Compensation: $

Standard Payment Due Within:   Late Fee:

Term and Termination

Term Start Date:   Term End Date:

Either Party may terminate this Proposal and any incorporated edits for convenience upon written notice to the other Party delivered at least days prior to the intended termination date. Termination for material breach shall be effective upon written notice if the breaching party fails to cure within thirty (30) days following receipt of notice of breach, unless otherwise specified in an accepted edit.

Confidentiality

Each Party shall maintain in confidence all non-public information disclosed in connection with the proposed edits and any resulting agreement, and shall not disclose such information to third parties except to its employees, officers, advisors, or contractors who have a need to know and are bound to confidentiality obligations at least as protective as those set forth herein. Confidential information shall not include information that: (a) is or becomes publicly available other than by breach of this Agreement; (b) was lawfully in the receiving Party's possession prior to disclosure; or (c) is required to be disclosed by law, regulation, or court order, provided the receiving Party gives prompt notice to the disclosing Party to allow for protective measures.

Confidentiality Period (years):

Governing Law

This Proposal and any incorporated edits accepted in writing by the Parties shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

Entire Agreement

This Proposal, together with any documents expressly incorporated by reference herein and any edits expressly accepted in writing by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements between the Parties concerning such subject matter. No amendment, modification, or waiver of any provision of this Proposal shall be effective unless executed in writing by authorized representatives of both Parties.

Proposed Edits (Itemize)

Instructions: For each proposed edit, identify the clause or section reference, provide the current text, supply the proposed replacement text, state the reason for the change, and indicate priority. Acceptance of any edit requires written acceptance by the Recipient and execution by both Parties.

Effect of Acceptance

Acceptance of one or more proposed edits shall be effective only upon written acceptance by the Recipient and execution by authorized representatives of both Parties in the signature block below. Acceptance of any edit that alters payment, term, or core obligations shall be deemed an amendment to the Document Being Edited and shall only be binding when such amendment is executed in accordance with the signature and authorization provisions of the operative document and this Proposal.

The Parties acknowledge and agree that submission of this Proposal is an offer to amend the Document Being Edited; neither submission nor review of this Proposal alone creates any obligation to pay fees or to perform amended obligations unless and until the Parties execute a written amendment or a fully executed agreement reflecting the accepted edits.

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