Business Revised Material

BUSINESS REVISED MATERIAL

This Business Revised Material Agreement (the Agreement) is entered into effective as of between:

RECITALS

WHEREAS, the parties previously entered into a written agreement for certain materials, services, and deliverables dated (Original Agreement); and

WHEREAS, the parties now desire to revise the scope, specifications, schedule, and certain compensation terms for the materials and deliverables previously defined in the Original Agreement; and

WHEREAS, the parties intend for this Agreement to set forth the revised materials, payment obligations, and other terms that will govern the revised work.

SCOPE OF WORK

Expected completion date for revised materials:

PAYMENT TERMS

Compensation for the Revised Material shall be:

Invoices shall be issued in accordance with the Payment Schedule and are payable within days of receipt. Late payments shall incur interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law; late payment interest shall begin to accrue the day after the due date.

Unless otherwise stated, the Client is responsible for all applicable taxes and for reimbursement of pre-approved out-of-pocket expenses incurred by the Service Provider in connection with the Revised Material. All payments shall be made in lawful currency.

TERM AND TERMINATION

This Agreement commences on the Start Date: and continues until the End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured thirty (30) days after written notice specifying the breach. Either party may also terminate for convenience upon days' prior written notice.

Upon termination, the Service Provider shall deliver work in progress and will be entitled to payment for work performed and non-cancelable obligations incurred through the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that in connection with performance under this Agreement it may receive confidential or proprietary information of the other party ("Confidential Information"). Confidential Information shall not include information that is (a) already in the receiving party's lawful possession prior to disclosure; (b) publicly known through no fault of the receiving party; (c) rightfully received from a third party without restriction; or (d) independently developed without use of the disclosing party's Confidential Information.

The receiving party shall hold Confidential Information in strict confidence and shall not disclose it to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. The obligations survive termination for a period of three (3) years.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, the Service Provider retains ownership of all pre-existing intellectual property and general skills, know-how, methodologies, and materials. Upon full payment of amounts due under this Agreement, the Service Provider assigns to the Client all right, title and interest in the final Revised Material specifically created for the Client under this Agreement, subject to the Service Provider's retained rights in underlying tools, templates, and pre-existing works.

The Client shall not remove or obscure any proprietary notices or markings contained in the Revised Material.

REPRESENTATIONS; WARRANTIES; LIMITATIONS

Each party represents that it has the authority to enter into this Agreement. The Service Provider warrants that the Revised Material will materially conform to the specifications set forth in the Scope of Work. Except as expressly provided in this Agreement, the Revised Material is provided "AS IS" and the Service Provider disclaims all other warranties, express or implied. Neither party shall be liable to the other for incidental, consequential, special or punitive damages, except for liability arising from gross negligence, willful misconduct, or breach of confidentiality.

GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising under this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with the Original Agreement as modified herein, constitutes the entire agreement between the parties with respect to the Revised Material and supersedes all prior and contemporaneous negotiations and agreements, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger or sale of substantially all assets.

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