Legal Contract Rate Adjustment

LEGAL CONTRACT RATE ADJUSTMENT

This Rate Adjustment Agreement ("Agreement") is entered into as of by and between Client Name: ("Client") and Service Provider Name: ("Provider").

RECITALS

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

WHEREAS, the parties desire to amend the Original Agreement to modify the rates payable for goods or services provided thereunder in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, the parties agree that the adjustment described herein is reasonable and reflective of changed economic conditions and the parties' mutual expectations.

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

For purposes of this Agreement, capitalized terms not otherwise defined herein shall have the meanings assigned in the Original Agreement. In addition, the following terms shall have the following meanings:

"Effective Date" means unless otherwise specified in Section 3 below.

2. SCOPE OF RATE ADJUSTMENT

Subject to the terms of this Agreement, the rates set forth in the Original Agreement are amended as described in this Section. The adjustment method shall be selected below and will govern calculation of the Adjusted Rates.

Adjustment Type (select all applicable):
Flat amount increase
Percentage increase
Index-based adjustment
Other (describe in Schedule)

If flat amount increase is selected, Amount: $

If percentage increase is selected, Percentage (expressed as a percentage of the current rate): %

If index-based adjustment is selected, Index name: Reference period:

Any increase under this Section will be subject to a maximum change of % and a minimum change of %. The parties acknowledge that rounding, proration, and other customary billing adjustments may apply in implementing the Adjusted Rates.

3. NEW RATES; EFFECTIVE DATE

The Adjusted Rates that replace the existing rates under the Original Agreement shall be set forth in Schedule A attached hereto. In the absence of a contradictory provision in Schedule A, the Adjusted Rates shall become effective on the Effective Date identified above.

4. BILLING, PAYMENT AND INVOICING

Provider shall invoice Client in accordance with the billing cycle set forth in the Original Agreement, as modified herein. Unless otherwise agreed in Schedule A, payments for invoices rendered after the Effective Date shall be due within days from the date of invoice (Net days). Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. TERM; TERMINATION

Except as modified by this Agreement, the term and termination provisions of the Original Agreement shall remain in full force and effect. This Agreement shall not be construed as an extension or renewal of the Original Agreement unless a written amendment expressly so states.

6. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full corporate or organizational power and authority to enter into this Agreement, that the person signing this Agreement on its behalf is duly authorized, and that this Agreement is a legal, valid and binding obligation enforceable against such party in accordance with its terms.

7. CONFIDENTIALITY

Any non-public pricing information exchanged in connection with this Agreement shall be treated as Confidential Information under the confidentiality provisions of the Original Agreement. If the Original Agreement has no confidentiality provision, the parties agree to hold such information in confidence and not to disclose it except as required by law.

8. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or such other address as a party may designate by notice):

9. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction of without regard to its conflicts of law principles.

10. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with the Original Agreement and any schedules or exhibits attached hereto, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

11. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. No waiver of any breach shall constitute a waiver of any other or subsequent breach. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

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