Business Letter Changes

Business Letter Changes Agreement

Parties and Effective Date

This Business Letter Changes Agreement (the Agreement) is entered into as of Effective Date: by and between Client and Service Provider identified above.

Recitals

WHEREAS, Client uses formal business letters and related template content in connection with its commercial operations and seeks modifications, updates and controlled change management to those letters; and

WHEREAS, Service Provider is engaged in providing document editing, template revision, and editorial services and is willing to perform changes to Client's business letters in accordance with the terms set forth herein; and

WHEREAS, the parties desire to set forth the scope, payment terms, confidentiality and other contractual provisions governing requests for, and delivery of, business letter changes.

Scope of Work

Service Provider will perform the letter change services described below. Service Provider shall implement requested textual edits, formatting adjustments, branding compliance checks, and one round of proofing unless additional revisions are agreed in writing.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the Scope of Work. All sums are payable in U.S. dollars unless otherwise agreed in writing.

Late Payment: Client shall pay interest on overdue invoices at the lesser of 1.5% per month or the maximum rate permitted by law, plus reasonable collection costs, including attorney fees.

Change Request Procedure

All change requests must be submitted in writing and reference the specific letter or template by title and version. Service Provider will respond with an acceptance, proposed cost for out-of-scope changes, or a request for clarification within the standard turnaround time.

Expedited Changes: If Client requests expedited service, Service Provider may agree subject to an additional fee. Expedited commitment and fee must be confirmed in writing prior to performance.

Term and Termination

This Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the intended termination date. Either party may terminate for material breach if the breach is not cured within thirty (30) days after written notice.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other, whether written or oral, that is designated confidential or that reasonably should be understood to be confidential. Each party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees, contractors and agents who have a need to know and are bound by confidentiality obligations at least as protective as those herein; and (c) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Representations, Warranties and Liability

Each party represents that it has the full right, power and authority to enter into and perform this Agreement. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH HEREIN, SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Except for claims arising from willful misconduct or breach of confidentiality, neither party's aggregate liability for claims arising from this Agreement shall exceed the amounts actually paid by Client to Service Provider under this Agreement in the six (6) months preceding the claim.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict-of-law principles. The parties shall attempt in good faith to resolve disputes through negotiation prior to initiating litigation.

Entire Agreement; Amendments

This Agreement, including any attachments and references to specific change orders executed in accordance with the Change Request Procedure, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications. Any amendment or modification must be in a writing signed by authorized representatives of both parties.

Acceptance and Execution

The individuals signing below certify that they are authorized to execute this Agreement on behalf of their respective parties and that by signing they bind their respective organizations to the terms herein.

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