Document Cover Change

DOCUMENT COVER CHANGE AGREEMENT

Parties and Identification

Client Name:

Service Provider Name:

Document Title or Identifier:

Effective Date:

Recitals

WHEREAS, the Client is the owner or authorized custodian of the document identified above and requires a change to the document cover page, cover design, or cover metadata to reflect updated information or branding requirements; and

WHEREAS, the Service Provider represents that it has the skills and experience necessary to perform the cover change services described in this Agreement and is willing to perform such services for the Client on the terms and conditions set forth herein; and

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

Scope of Work

The Service Provider shall perform the following services in a professional and workmanlike manner and in accordance with industry standards. The deliverables shall conform to the specifications set forth below and to any written attachments, samples, or mockups provided by the Client.

Payment Terms

The Client shall pay the Service Provider for the services described above in accordance with the following terms.

If any undisputed amount is not paid when due, the Client shall pay interest on the unpaid amount at a rate of % per month (or the maximum rate permitted by law, if less), plus all reasonable costs of collection, including attorneys' fees.

Term and Termination

This Agreement shall commence on the Effective Date entered above and shall continue until the services described in the Scope of Work are completed, unless earlier terminated as provided in this Section.

Start Date:     End Date:

Confidentiality

Each party acknowledges that, in the course of performance, it may obtain access to confidential, proprietary, or non-public information of the other party ("Confidential Information"). Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, is rightfully received from a third party without restriction, or is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information only to perform its obligations under this Agreement, and (c) not disclose Confidential Information to any third party except as necessary to perform under this Agreement or as required by law, provided the receiving party gives prompt written notice and cooperates with any protective measures sought by the disclosing party.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, upon payment in full of all amounts due under this Agreement, the Service Provider assigns to the Client all right, title and interest in the final deliverables specifically created for the Client in connection with the Scope of Work. The Service Provider retains ownership of its pre-existing materials, general skills, and know-how, subject to the license granted herein. The parties will execute such further instruments as may be reasonably necessary to effectuate the foregoing.

Warranties and Limitation of Liability

The Service Provider warrants that the services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, THE SERVICES ARE PROVIDED "AS IS" AND THE SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY THE CLIENT TO THE SERVICE PROVIDER UNDER THIS AGREEMENT.

Governing Law

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

Notices

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and addressed to the parties at the addresses set forth above or to such other address as may be designated by a party in writing.

Entire Agreement

This Agreement, together with any attachments or exhibits executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals or communications, whether written or oral, regarding such subject matter. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or successor in interest in connection with a merger or sale of substantially all assets, provided that the assignee assumes the assigning party's obligations hereunder.

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