Document Title Revision

DOCUMENT TITLE REVISION

This Document Title Revision Agreement ("Agreement") is entered into as of Effective Date: , by and between Provider Name: (the "Provider") and Client Name: (the "Client"). The Provider and Client are individually a "Party" and collectively the "Parties."

WHEREAS

WHEREAS, Provider has expertise in drafting, refining, and revising document titles, metadata, and associated descriptive content and is willing to perform the revisions described herein for the Client; and

WHEREAS, Client desires to engage Provider to perform a revision of an existing document title and related deliverables in accordance with the terms and conditions of this Agreement; and

WHEREAS, the Parties intend by this Agreement to set forth the scope, payment, confidentiality, and other contractual terms governing the revision services.

SCOPE OF WORK

Provider will perform the services described below and deliver the results in accordance with the acceptance criteria set by the Client. Deliverables include title revision, alternative title options, and an implementation memorandum specifying recommended metadata changes.

Primary deliverable completion date: . Client will have 7 business days following delivery to provide written acceptance or reasonably detailed objections.

PAYMENT TERMS

As consideration for the services, Client shall pay Provider the total fee of USD, exclusive of applicable taxes unless otherwise required by law.

Late payments shall accrue interest at a rate of on the outstanding balance, compounded monthly, or the maximum lawful rate if lower. Provider may suspend performance for nonpayment after providing written notice and a day cure period.

TERM AND TERMINATION

This Agreement commences on Start Date: and, unless earlier terminated in accordance with this Section, shall continue until End Date: .

Either Party may terminate this Agreement for convenience upon providing written notice to the other Party at least days prior to termination. Either Party may terminate immediately for material breach that remains uncured after the cure period specified above.

Upon termination, Provider shall deliver all completed and in-progress deliverables and Client shall pay Provider for all work performed through the effective date of termination, calculated pro rata where appropriate.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one Party to the other that is designated as confidential or that reasonably should be understood to be confidential under the circumstances. Each Party shall: (a) maintain the confidentiality of Confidential Information with at least the same degree of care it uses to protect its own confidential information and (b) use Confidential Information solely to perform its obligations under this Agreement.

Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of the receiving Party; (ii) is lawfully received from a third party without restriction; or (iii) is independently developed without use of the disclosing Party's Confidential Information. The obligations in this clause shall survive termination for a period of years.

The Parties acknowledge that monetary damages may be inadequate to remedy a breach of this Section and agree that injunctive relief is an appropriate remedy in addition to other available remedies.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, including any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment must be in writing and signed by authorized representatives of both Parties.

MISCELLANEOUS

If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect. Neither Party may assign this Agreement without the prior written consent of the other, except to a successor in interest to all or substantially all of the assigning Party's business or assets.

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