Contract Change Agreement

CONTRACT CHANGE AGREEMENT

This Contract Change Agreement (the "Agreement") is made and entered into as of by and between Client Name: , entity type: Corporation LLC Individual , with principal address at ; and Contractor Name: , entity type: Corporation LLC Individual , with principal address at .

RECITALS

WHEREAS, the parties entered into a written agreement titled dated (the "Original Agreement");

WHEREAS, the parties now desire to amend certain terms of the Original Agreement as set forth in this Agreement in order to reflect changes to scope, schedule, and consideration; and

WHEREAS, the parties intend that this Agreement, when executed by both parties, shall modify and supersede only those provisions of the Original Agreement expressly amended herein and shall leave all other provisions of the Original Agreement in full force and effect.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 Definitions. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings given to them in the Original Agreement. For purposes of this Agreement, the following terms shall have the following meanings:

1.2 "Change Effective Date" means the date specified in Section 2 below. The Change Effective Date shall be deemed to be the operative date upon which amended obligations commence.

2. AMENDMENT TO AGREEMENT

2.1 Amendment. Subject to the terms and conditions of this Agreement, the Original Agreement is hereby amended as follows. The provisions identified below replace the corresponding provisions of the Original Agreement in their entirety.

2.2 Change Effective Date: .

3. SCOPE OF CHANGE

4. CONSIDERATION AND PAYMENT

4.1 Adjustment to Consideration. As full and complete consideration for the changes described in Section 3, the Client shall pay the Contractor the sum of (the "Adjusted Amount"), subject to the payment schedule set forth below.

4.2 Invoicing. Contractor shall submit invoices in accordance with the Original Agreement, and Client shall pay undisputed amounts within days of receipt of invoice.

5. SCHEDULE AND COMPLETION

5.1 Schedule Adjustment. The parties agree that the date for completion of the affected deliverables shall be revised to . Time is of the essence with respect to the revised schedule unless otherwise agreed in writing.

6. REPRESENTATIONS AND WARRANTIES

6.1 Each party represents and warrants to the other that: (a) it has the full power and authority to enter into this Agreement and to perform its obligations hereunder; (b) this Agreement has been duly authorized and executed by such party and constitutes a valid and binding obligation enforceable against it in accordance with its terms; and (c) the execution and performance of this Agreement will not violate any material agreement, law, or obligation applicable to such party.

7. NO OTHER MODIFICATIONS; EFFECT ON ORIGINAL AGREEMENT

7.1 Except as expressly amended by this Agreement, all terms and provisions of the Original Agreement remain unchanged and in full force and effect. In the event of any conflict between the terms of this Agreement and the Original Agreement, the terms of this Agreement shall control.

8. CONFIDENTIALITY

8.1 The parties agree that all confidential information disclosed in connection with this Agreement shall be subject to the confidentiality obligations in the Original Agreement. To the extent the Original Agreement contains no such obligation, the parties agree to maintain confidentiality of trade secrets and non-public business information received as a result of this Agreement.

9. NOTICES

9.1 All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as either party may designate by written notice to the other in accordance with this Section.

10. AMENDMENTS; WAIVER; COUNTERPARTS

10.1 This Agreement may not be amended except by a written instrument signed by both parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party granting the waiver. The failure of either party to enforce any provision shall not constitute a waiver of that provision or any other provision.

10.2 This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart by electronic transmission shall be sufficient to bind the delivering party.

11. GOVERNING LAW

11.1 This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

12. ENTIRE AGREEMENT

12.1 This Agreement, together with the Original Agreement as modified herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, promises, or agreements, whether written or oral, with respect to such subject matter.

13. SEVERABILITY

13.1 If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, such invalidity or unenforceability shall not affect the remaining provisions, which shall remain in full force and effect and shall be construed to carry out the intentions of the parties to the greatest extent possible.

14. MISCELLANEOUS

14.1 Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.

14.2 Survival. All representations, warranties, covenants and indemnities made in this Agreement shall survive the execution and delivery of this Agreement and performance of the obligations contemplated hereby to the extent necessary to accomplish their intended purposes.

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