Client Deconversion Letter

CLIENT DECONVERSION LETTER

Parties and Contact Information

WHEREAS

WHEREAS, Client has previously retained Service Provider to perform data conversion, migration, transformation or similar services pursuant to an existing agreement dated (the Original Agreement);

WHEREAS, Client requests that Service Provider perform deconversion services to reverse, remove or otherwise restore certain data, configurations, mappings, or integrations previously implemented by Service Provider in connection with the Original Agreement;

WHEREAS, Service Provider is willing to perform the deconversion services subject to the terms, fees and conditions set forth in this Letter and any attachments expressly incorporated herein.

Scope of Work

The parties agree that Service Provider shall perform the deconversion work described below. The scope shall include detailed tasks, deliverables, acceptance criteria, and any rollback procedures.

Payment Terms

Client shall pay Service Provider the fees for the deconversion services as follows. All fees are exclusive of taxes unless otherwise stated.

Invoices shall be due within days of receipt. Late payments shall incur interest at % per month (or the maximum permitted by law), calculated monthly on the outstanding balance.

Term and Termination

This Letter shall be effective as of the Effective Date and shall continue in effect until completion of the deconversion services unless earlier terminated in accordance with this section.

Effective Date: . Anticipated Completion Date:

Either party may terminate this Letter for material breach if the breaching party fails to cure within days after written notice. Either party may terminate for convenience upon days' prior written notice.

Confidentiality

Each party shall maintain in confidence all non-public information disclosed by the other party in connection with the deconversion services and shall not use or disclose such information except as necessary to perform obligations under this Letter or as required by law. Confidential information shall remain subject to confidentiality obligations for years following termination or completion.

Representations; Authority; Authorization

Client represents and warrants that it has authority to request the deconversion and to authorize Service Provider to access, modify, remove or transfer Client data as necessary to complete the Scope of Work. Client hereby authorizes Service Provider to perform the deconversion described in this Letter and to act on Client's behalf only to the limited extent necessary to complete the services.

Client authorization to proceed: Client expressly authorizes Service Provider to commence deconversion upon execution of this Letter and receipt of any required deposit.

Limitation of Liability and Indemnity (Abridged)

Except for breaches of confidentiality or willful misconduct, each party's aggregate liability arising out of or relating to this Letter shall be limited to the fees actually paid by Client to Service Provider under this Letter. Client shall indemnify and hold harmless Service Provider from third-party claims arising from Client's instructions, data content, or improper use of outputs following deconversion.

Governing Law

This Letter shall be governed by and construed in accordance with the laws of the state of , without regard to its conflicts of law principles.

Entire Agreement

This Letter, together with any exhibits or attachments expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous agreements, proposals, or communications, whether written or oral, relating to deconversion services. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Notices

Notices under this Letter shall be delivered in writing to the contact information set forth above and shall be effective upon receipt.

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