Legal CSIO Revision Agreement

LEGAL CSIO REVISION AGREEMENT

This Legal CSIO Revision Agreement ("Agreement") is made as of by and between Client Name: , an entity organized as with principal place of business at , and Provider Name: , an entity organized as with principal place of business at (each a "Party" and together the "Parties").

RECITALS

WHEREAS, the Parties previously entered into an agreement identified as dated (the "Original Agreement"); and

WHEREAS, the Parties desire to revise certain Customer-Specific Interface Objects and related deliverables, including changes to scope, schedule, and/or compensation as specified in this Agreement (collectively, the "Revisions"); and

WHEREAS, the Parties wish to set forth the terms and conditions governing the Revisions and to supersede or amend parts of the Original Agreement as provided herein.

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 acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "CSIO" means the Customer-Specific Interface Object(s) described in the Original Agreement and as updated by this Agreement. "Revision Work" means the tasks, deliverables, and modifications identified in Section 2 below. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Original Agreement.

2. SCOPE OF REVISIONS

2.1 Provider shall perform the Revision Work described below. The Parties agree that the Revision Work consists of the following items and specifications:

2.2 The Revision Work includes the following change categories (select all that apply) and, where applicable, additional detail:

Scope modifications Schedule adjustments Compensation adjustments Deliverable specification changes

3. DELIVERABLES AND ACCEPTANCE

3.1 Provider shall deliver the revised CSIO deliverables in accordance with the schedule in Section 4. Deliverables shall include documentation of changes, test results, and any required deployment scripts or configuration items.

3.2 Client shall have days following delivery to review and accept or reject any Deliverable. Rejection must be accompanied by reasonably detailed written notice of nonconformance.

4. SCHEDULE AND MILESTONES

4.1 The Parties agree to the following milestones. Times are measured from the Effective Date above unless otherwise stated.

5. COMPENSATION AND PAYMENT

5.1 In consideration for the Revision Work, Client shall pay Provider the additional fee set forth below, subject to any adjustments by mutual written agreement or executed change orders.

5.2 Unless otherwise stated, all payments are due within days of the invoice date. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

6. CHANGE ORDERS

6.1 Any changes to the Revision Work beyond the scope described in Section 2 shall be documented in a written change order signed by authorized representatives of both Parties. The change order shall specify scope, timeline, and any price adjustments.

6.2 Provider shall not be obligated to proceed with any work that materially increases cost or time until the Parties execute a change order reflecting agreed adjustments.

7. INTELLECTUAL PROPERTY

7.1 Ownership of any new materials, modifications or enhancements created specifically for Client as part of the Revision Work shall be as set forth below. Select one option and describe specifics if necessary:

Assignment of new materials to Client Perpetual, royalty-free license to Client

8. CONFIDENTIALITY

8.1 Each Party shall maintain as confidential all Confidential Information disclosed by the other Party in connection with the Revision Work and shall not disclose such information except to employees, contractors, or advisors with a need to know and subject to obligations of confidentiality at least as protective as those in the Original Agreement. This obligation shall survive termination of this Agreement for a period of three (3) years, unless a longer period is required by the Original Agreement.

9. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS

9.1 Each Party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Provider warrants that Revision Work will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards for similar services.

9.2 EXCEPT AS EXPRESSLY STATED HEREIN OR IN THE ORIGINAL AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

10. LIMITATION OF LIABILITY

10.1 EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. INDEMNIFICATION

11.1 Each Party shall indemnify, defend and hold harmless the other Party from third-party claims arising out of the indemnifying Party's gross negligence, willful misconduct, or material breach of this Agreement, subject to the limitations and procedures set forth in the Original Agreement.

12. NOTICES

12.1 All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses below or to such other address as a Party may designate by notice in accordance with this Section.

13. GOVERNING LAW; VENUE

13.1 This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The Parties agree that exclusive jurisdiction for any dispute hereunder shall be the state or federal courts located in that State, unless the Parties agree otherwise in writing.

14. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENT

14.1 This Agreement, together with the Original Agreement to the extent expressly modified herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

14.2 If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect. The Parties agree to replace any invalid provision with a valid provision that most closely approximates the Parties' intent.

14.3 No amendment or modification of this Agreement shall be effective unless made in a written instrument signed by authorized representatives of both Parties.

15. COUNTERPARTS; EXECUTION

15.1 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. Signatures transmitted by electronic means shall be binding and treated as original signatures for all purposes.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date first written above.

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