Change-Pro Redline Agreement

CHANGE-PRO REDLINE AGREEMENT

This Change-Pro Redline Agreement (the "Agreement") is entered into as of , by and between Client Name: , and Service Provider Name: .

RECITALS

WHEREAS, Client requires professional review and redline services to propose controlled amendments to specified documents and to manage an auditable redline record (the "Redline Services");

WHEREAS, Service Provider represents that it possesses the technical expertise, personnel and systems necessary to perform the Redline Services in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to delivery, review and acceptance of redline deliverables and related change management procedures.

NOW, THEREFORE

In consideration of the mutual covenants and agreements set forth below, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Change Request" means a written or electronic request submitted by Client to Service Provider specifying modifications to a document and any supporting rationale or exhibits. A Change Request shall be deemed received when delivered to the notice address specified in Section 12.

1.2 "Redline Deliverable" means the set of tracked changes, comments, comparison reports and any redline summary produced by Service Provider in response to an accepted Change Request.

2. SCOPE OF SERVICES

2.1 Service Provider shall perform the Redline Services described in individual Change Requests and any attached specification documents. Service Provider shall apply industry-standard redlining practices and deliver Redline Deliverables in the format identified in the applicable Change Request.

2.2 Turnaround times for each Change Request will be set forth in the applicable Change Request. If no specific turnaround is stated, Service Provider shall use commercially reasonable efforts to deliver initial Redline Deliverable within business days.

3. CHANGE REQUEST PROCEDURES

3.1 Submission. Client shall submit each Change Request in writing to the designated contact for Service Provider and include sufficient detail for Service Provider to assess scope, effort and cost.

3.2 Acceptance. Service Provider shall accept or reject a Change Request in writing within two (2) business days of receipt. Acceptance may be conditional upon agreement on price or schedule; no work will commence until the parties have agreed in writing.

3.3 Revisions. If Client requests revisions to an accepted Redline Deliverable, the parties shall follow the Change Request procedure; minor clarifications may be treated as a revision request with any additional fees communicated in writing.

4. FEES AND PAYMENT

4.1 Invoicing. Service Provider shall invoice Client for fees and approved expenses. Unless otherwise agreed in writing, Client shall pay invoices within the Payment Terms. Late payments shall bear interest at the lesser of 1.5% per month or the maximum lawful rate.

5. CONFIDENTIALITY

5.1 Each party shall retain in confidence all Confidential Information disclosed by the other party and shall not disclose such information except to employees, contractors or advisors with a need to know and bound by confidentiality obligations at least as protective as those herein.

5.2 Exceptions include information that is or becomes generally available to the public through no breach of this Agreement, already known to the recipient without restriction, or independently developed by the recipient without reference to Confidential Information.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Client retains ownership of its pre-existing materials and documents submitted to Service Provider. Service Provider retains ownership of tools, templates and methodologies used to provide the Redline Services.

6.2 Grant. Subject to payment in full, Service Provider hereby grants to Client a nonexclusive, nontransferable license to use the Redline Deliverables for Client's internal business purposes. Any reuse, resale or redistribution of Service Provider methodologies or tools requires a separate written license.

7. REPRESENTATIONS AND WARRANTIES

7.1 Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider represents that Redline Deliverables will be performed in a professional and workmanlike manner consistent with prevailing industry standards.

8. INDEMNIFICATION

8.1 Service Provider shall indemnify and hold Client harmless from and against any third-party claim arising out of Service Provider's gross negligence, willful misconduct, or breach of the representations in Section 7, provided Client promptly notifies Service Provider in writing and cooperates in the defense.

8.2 Client shall indemnify and hold Service Provider harmless from and against any third-party claim arising from Client's unauthorized use or distribution of Redline Deliverables or from Client-provided materials that infringe third-party rights.

9. LIMITATION OF LIABILITY

9.1 EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S LIABILITY FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. A PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE TO SERVICE PROVIDER UNDER THE APPLICABLE CHANGE REQUEST IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10. TERM AND TERMINATION

10.1 Term. This Agreement shall commence on the Effective Date and continue until terminated in accordance with this Section.

10.2 Termination for Cause. Either party may terminate this Agreement for material breach by the other party if that breach is not cured within thirty (30) days after written notice specifying the breach.

10.3 Effect. Upon termination, Client shall pay Service Provider for all services performed and approved expenses incurred through the effective date of termination. Sections concerning Confidentiality, Intellectual Property, Indemnification, Limitation of Liability, Governing Law and Miscellaneous shall survive termination.

11. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses below by hand, nationally recognized overnight courier, or certified mail (return receipt requested), and shall be effective upon receipt.

12. AMENDMENTS; WAIVER; COUNTERPARTS

12.1 Amendments. This Agreement may be amended only by a writing signed by authorized representatives of both parties.

12.2 Waiver. No waiver of any breach shall constitute a waiver of any other breach. Failure to enforce any right shall not constitute a waiver.

12.3 Counterparts. This Agreement may be executed in counterparts, each of which when executed shall be an original, and all counterparts together shall constitute one and the same instrument.

13. ASSIGNMENT

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, sale of substantially all assets, or similar transaction, provided the assignee assumes the assigning party's obligations in writing.

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to its conflicts of law principles.

14.2 Entire Agreement. This Agreement, together with accepted Change Requests and any exhibits specifically incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior oral and written agreements.

14.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision achieving, to the extent possible, the original economic intent.

15. MISCELLANEOUS

15.1 Independent Contractors. The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, employment or franchise relationship between the parties.

15.2 Publicity. Neither party shall use the other party's name, trademarks or trade names in any press release, public statement or marketing without the prior written consent of the other party.

ADDITIONAL TERMS

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