Client Correction Letter

CLIENT CORRECTION LETTER

This Client Correction Letter (the "Letter") documents the agreed corrections, timeline, and payment adjustments between the parties identified below. Client Name: and Service Provider Name: . Reference Agreement or Invoice No.: Date of Letter:

RECITALS

WHEREAS, Client notified Service Provider of specific deficiencies or required modifications in the deliverable(s) described in the Reference Agreement or Invoice identified above on or about ; and

WHEREAS, Service Provider represents that it will correct the described deficiencies and perform the work set forth in this Letter in accordance with the terms, schedule, and payment provisions below; and

WHEREAS, the parties intend for this Letter to govern the scope, timing, and compensation for the corrections and to modify the parties' obligations to the extent expressly stated herein.

SCOPE OF CORRECTION

Deliverables to be supplied upon completion: Expected completion date:

PAYMENT TERMS

Deposit required (if any): Final payment due within days of acceptance.

Any unpaid balance will accrue a late fee of (or the maximum lawful interest, if lower). Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Service Provider in enforcing payment.

TERM AND TERMINATION

This Letter becomes effective on Start Date: and, unless earlier terminated in accordance with this Letter, terminates on End Date: .

Either party may terminate this Letter for material breach that remains uncured for days after written notice. Termination for convenience by Client requires days' prior written notice and payment for work performed through the effective date of termination.

CONFIDENTIALITY

For purposes of this Letter, "Confidential Information" means nonpublic information disclosed by one party to the other in connection with the corrections described herein. Each party shall (a) hold Confidential Information in confidence and use it only to perform its obligations under this Letter; (b) disclose Confidential Information only to employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations no less restrictive than those in this Letter; and (c) exercise at least the same degree of care in protecting Confidential Information as it uses with its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that (i) is or becomes generally available to the public other than through the receiving party's breach of this Letter; (ii) was lawfully in the receiving party's possession prior to disclosure; or (iii) is independently developed without use of the disclosing party's Confidential Information. Either party may disclose Confidential Information as required by law or valid court order, provided the disclosing party gives prompt written notice to the other and cooperates reasonably to limit the scope of disclosure.

GOVERNING LAW; VENUE

This Letter shall be governed by and construed in accordance with the laws of: , without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for disputes arising under this Letter.

ENTIRE AGREEMENT; AMENDMENT

This Letter, together with any referenced documents, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any modification or amendment of this Letter must be made in writing and signed by both parties.

MISCELLANEOUS PROVISIONS

Remedies are cumulative and in addition to any other rights a party may have at law or in equity. If any provision of this Letter is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Headings are for convenience only and do not affect interpretation.

By signing below, the parties acknowledge and agree that (a) the corrections and payment terms set forth in this Letter supersede any inconsistent provisions in prior communications related to the referenced deliverable; (b) Service Provider will perform the corrections in a workmanlike manner and in accordance with the schedule set forth herein; and (c) Client will pay amounts due pursuant to the Payment Terms above.

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