Document Redline Template

DOCUMENT REDLINE TEMPLATE

This General Business Agreement and Document Redline Template (the "Agreement") is entered into as of by and between Client Name: (hereinafter "Client") and Contractor Name: (hereinafter "Contractor"). Client and Contractor are collectively referred to as the "Parties."

RECITALS

WHEREAS, Client desires to procure certain business services and document drafting, review and redline services from Contractor, including preparation of contractual redlines and annotations tailored to Client's business needs;

WHEREAS, Contractor represents that it has the experience, personnel and resources required to perform the services described herein and to produce redline drafts conforming to Client's instructions and industry-standard practice;

NOW, THEREFORE, in consideration of the mutual promises contained herein, the Parties agree as follows:

SCOPE OF WORK

Contractor shall provide the following services (the "Services"). Contractor will prepare initial redline drafts, incorporate Client comments, and deliver final marked-up documents as described below:

PAYMENT TERMS

Client shall pay Contractor for the Services in accordance with the amounts and schedule below. All fees are exclusive of taxes unless otherwise noted.

Invoices shall be submitted by Contractor and are payable within the invoice due period. Late payments shall accrue interest and any collection costs, and Contractor may suspend Services if invoices are overdue beyond thirty (30) days after written notice.

TERM AND TERMINATION

This Agreement shall commence on and continue until unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement for material breach by the other Party upon thirty (30) days' written notice if the breach remains uncured. Termination shall not relieve Client of obligations to pay for Services performed and delivered up to the effective date of termination.

CONFIDENTIALITY

During the Term and for a period of three (3) years thereafter, each Party shall keep confidential and not disclose to any third party any Confidential Information of the other Party. "Confidential Information" means non-public business, technical, financial or other information, including redline annotations and draft contract language, disclosed in connection with the Services. Confidential Information does not include information that: (a) is or becomes publicly available other than by breach of this Agreement; (b) is rightfully received from a third party without breach of any obligation of confidentiality; or (c) is independently developed without use of or reference to the disclosing Party's Confidential Information.

Upon written request, the receiving Party shall promptly return or destroy Confidential Information and certify in writing that such return or destruction has occurred. Nothing in this Agreement restricts a Party from disclosing Confidential Information as required by law, provided the disclosing Party gives prior written notice where permitted and reasonably cooperates to seek protective measures.

GOVERNING LAW

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

ENTIRE AGREEMENT; AMENDMENT; ASSIGNMENT

This Agreement, including any attached redline exhibits and written statements of work, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both Parties. Neither Party may assign this Agreement without the prior written consent of the other Party, except that Contractor may assign to a successor in connection with a merger or sale of substantially all of its assets.

NOTICES

Notices shall be in writing and delivered by hand, nationally recognized overnight courier, certified mail (return receipt requested), or by electronic transmission where receipt is acknowledged, to the addresses above or such other address as a Party may designate in writing.

DOCUMENT REDLINE INSTRUCTIONS

Parties may submit proposed edits using tracked changes or annotated redlines. Contractor shall preserve change history in deliverables and include a change log summarizing material edits, rationale and open items for Client review.

Track Changes Inline Comments PDF Markup

MISCELLANEOUS

If any provision of this Agreement is determined to be invalid or unenforceable, that provision shall be reformed to the minimum extent necessary to make it enforceable and the remaining provisions shall remain in full force and effect. The Parties are independent contractors and nothing in this Agreement creates a partnership, joint venture or employment relationship.

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