Legal Media Amendment

LEGAL MEDIA AMENDMENT

This Amendment to the Media Services Agreement (the "Amendment") is entered into as of by and between Client Name: (the "Client") and Service Provider Name: (the "Provider"). The Client and the Provider are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Parties entered into a Media Services Agreement dated (the "Agreement");

WHEREAS, the Parties desire to amend certain terms of the Agreement as set forth in this Amendment to reflect changes in scope, deliverables, compensation, and intellectual property allocation; and

WHEREAS, the Parties agree that the Agreement as amended by this Amendment will continue in full force and effect except as expressly modified herein.

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

Capitalized terms used but not defined in this Amendment have the meanings ascribed to them in the Agreement. For purposes of this Amendment, the following term shall have the following meaning:

"Amended Effective Date" means the date set forth above as effective_date unless otherwise specified in Section 3 below.

2. Amendments to Agreement

The following sections of the Agreement are hereby amended as set forth below. Any capitalized terms used in the amended provisions shall retain the meanings assigned in the Agreement unless expressly redefined herein.

3. Compensation and Payment

In consideration for the amendments set forth herein, the Client shall pay the Provider additional sums as set forth below. All payments shall be made in United States dollars and pursuant to the invoicing and payment provisions of the Agreement, except as modified herein.

Any late payments shall accrue interest at a rate of one percent (1%) per month or the maximum rate permitted by applicable law, whichever is less.

4. Term; Termination

Except as expressly modified by this Amendment, the Term of the Agreement shall remain in full force. The Parties hereby agree that the Agreement's expiration date is modified as follows:

New expiration date:

5. Deliverables; Acceptance

The amended deliverables, delivery schedule, and acceptance criteria are as follows. The Provider shall deliver the specified media assets in the formats and within the timeframes set forth below. Client shall accept or reject deliverables in accordance with the acceptance process described.

6. Intellectual Property

The Parties hereby agree to the following allocation of ownership and license rights with respect to newly created materials and pre-existing materials used in connection with the amended scope.

Provider assigns to Client all right, title, and interest in and to the deliverables created specifically for Client under the amended scope, subject to the following exceptions and retained rights:

Provider represents and warrants that it has the right to grant the rights set forth in this Amendment and that the deliverables will not infringe third-party intellectual property rights.

7. Confidentiality

Except as expressly modified herein, the confidentiality obligations of the Parties under the Agreement shall remain in full force and effect. Confidential Information shall not be disclosed except as permitted under the Agreement.

The Parties confirm that the confidentiality obligations shall survive termination or expiration of the Agreement for a period of years unless otherwise required by law.

8. Representations; Indemnity

Each Party represents that it has the full right, power and authority to enter into and perform its obligations under this Amendment. Provider shall indemnify, defend and hold harmless Client and its affiliates from and against any third party claims arising out of Provider's breach of the intellectual property warranty or Provider's negligence in providing the deliverables, subject to the liability limitations in the Agreement.

9. Insurance

During the term of the Agreement as amended, Provider shall maintain insurance coverage consistent with the Agreement and provide certificates or other evidence of coverage upon request. Any specific insurance requirements agreed by the Parties are as follows:

10. Notices

All notices shall be in writing and will be deemed given when delivered in accordance with the notice provisions of the Agreement.

11. Amendments; Waiver; Counterparts

This Amendment may be amended or modified only by a written instrument signed by both Parties. No failure or delay by either Party in exercising any right under this Amendment will constitute a waiver of that right. This Amendment may be executed in counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument.

12. Governing Law; Entire Agreement; Severability

This Amendment shall be governed by and construed in accordance with the laws of the state or jurisdiction specified in the Agreement. This Amendment, together with the Agreement, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions and agreements. If any provision of this Amendment is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

13. Miscellaneous

Except as expressly set forth in this Amendment, all other terms and conditions of the Agreement remain unchanged and in full force and effect. In the event of any conflict between the terms of this Amendment and the Agreement, the terms of this Amendment shall control.

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