Legal Agreement Edit

LEGAL AGREEMENT EDIT

This Legal Agreement Edit (the "Agreement") is entered into as of Effective Date: by and between Client Name: , whose primary address for notices is , and Provider Name: , whose primary address for notices is .

RECITALS

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

WHEREAS, the parties desire to modify certain terms of the Original Agreement and to set forth the scope and manner of such edits and revisions;

WHEREAS, the parties agree that the edits described herein shall be incorporated into and become part of the Original Agreement pursuant to the terms of this Agreement.

NOW, THEREFORE

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

1. DEFINITIONS

For purposes of this Agreement, capitalized terms used herein shall have the meanings ascribed to them in the Original Agreement unless otherwise defined in this Agreement. Additional defined terms include:

"Edits" means the revisions, redactions, insertions, or annotations described in Section 2 below and in the Edit Specification attached or described in the Edit Description field.

2. SCOPE OF EDITS

Provider shall perform the Edits to the Original Agreement as set forth in the Edit Description field. The parties acknowledge and agree that the Edits are limited to the matters expressly identified below and do not otherwise alter rights or obligations except as expressly stated in this Agreement.

If any edit includes insertion of new contractual language, the precise replacement text shall be set forth in the Edit Description. Material changes that expand or diminish a party's substantive rights shall be identified with section references and shall require affirmative acceptance under Section 10 (Acceptance and Finalization).

3. DELIVERABLES AND SCHEDULE

Time is of the essence with respect to the schedule set forth above. Provider shall use commercially reasonable efforts to meet the delivery dates. Any delay that impacts the Effective Date or other contractual deadlines must be communicated in writing pursuant to Section 12 (Notices).

4. CONSIDERATION

As consideration for Provider's performance of the Edits, Client shall pay Provider the amount set forth below. Payment terms shall be as specified; late payments shall bear interest as provided herein.

5. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that: (a) it has full power and authority to enter into this Agreement; (b) the execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized; and (c) the Agreement and the performance hereunder do not and will not conflict with any other agreement or obligation binding on such party.

Provider further warrants that the Edits shall be performed in a professional and workmanlike manner consistent with industry standards and applicable law.

6. CONFIDENTIALITY

Each party shall maintain in confidence and shall not disclose the other party's Confidential Information except to the extent necessary to perform obligations under this Agreement or as required by law. "Confidential Information" includes the Original Agreement, the Edit Description, and any non-public information exchanged in connection with the Edits.

7. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, all edits and deliverables prepared by Provider specifically for Client under this Agreement shall be deemed a "work made for hire" and all right, title and interest shall vest in Client upon full payment. Provider hereby assigns to Client all right, title and interest in and to such edits and deliverables.

8. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's breach of its representations, warranties or obligations under this Agreement, except to the extent such claims result from the other party's negligence or willful misconduct.

9. LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality or indemnification obligations, neither party shall be liable to the other for consequential, incidental, special, exemplary or punitive damages, and total aggregate liability shall not exceed the fees paid under this Agreement.

10. ACCEPTANCE AND FINALIZATION

Within days of receipt of Provider's final deliverable, Client shall notify Provider in writing of acceptance or of specific deficiencies. Absence of written deficiencies within that period shall constitute acceptance, at which point the Edits shall be deemed final and incorporated into the Original Agreement.

11. TERMINATION

This Agreement may be terminated by either party upon material breach by the other party that remains uncured for thirty (30) days after written notice. Termination shall not relieve Client of payment obligations for work performed prior to termination nor relieve Provider of duty to deliver completed work for which Client has paid.

12. NOTICES

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

13. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by both parties. No waiver of any provision shall be effective unless in writing and signed by the waiving party. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

14. GOVERNING LAW

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

15. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with the Original Agreement to the extent incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings. If any provision of this Agreement is held invalid or unenforceable, such provision shall be severed and the remainder shall continue in full force and effect.

16. MISCELLANEOUS

Each party acknowledges that it has had an opportunity to be represented by counsel and that this Agreement shall not be construed for or against any party by reason of authorship. Headings are for convenience and shall not affect interpretation.

Sign Now