Legal Revised Contract Document

LEGAL REVISED CONTRACT DOCUMENT

This Revised Contract (the "Agreement") is made and entered into on this by and between Client Name: and Contractor Name: . Each of Client Name and Contractor Name shall be referred to individually as a "Party" and collectively as the "Parties."

Recitals

WHEREAS, the Parties entered into a prior agreement dated (the "Prior Agreement");

WHEREAS, the Parties desire to amend, restate and supersede certain terms of the Prior Agreement to reflect changes in scope, compensation and other material provisions; and

WHEREAS, the Parties intend for this Agreement to serve as the complete statement of the revised terms and to govern their relationship from the Effective Date set forth above.

NOW, THEREFORE, in consideration of the mutual promises and 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

1.1. "Services" means the services to be performed by Contractor as described in Section 2 and any Statement of Work executed pursuant to this Agreement. "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.

2. Scope of Services

2.1. Contractor shall perform the Services described in the Scope of Work below in a professional and workmanlike manner consistent with industry standards. The Parties may attach or incorporate one or more Statements of Work describing deliverables, milestones and acceptance criteria.

3. Compensation and Payment

3.1. As full compensation for the performance of the Services, Client shall pay Contractor the fees set forth in this Section. Fees shall be invoiced in accordance with the schedule below and payable within thirty (30) days of receipt of a proper invoice, unless otherwise agreed in writing.

4. Term and Termination

4.1. This Agreement shall commence on the Effective Date and shall continue for the term set forth in any applicable Statement of Work or until earlier terminated in accordance with this Section. Either Party may terminate this Agreement upon thirty (30) days' prior written notice to the other Party for any reason.

4.2. Either Party may terminate immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach.

5. Confidentiality

5.1. Each Party agrees to hold Confidential Information of the other Party in strict confidence and to use such information solely for the performance of its obligations under this Agreement. The obligations under this Section shall survive termination for a period of three (3) years, except with respect to trade secrets which shall be protected for as long as they remain trade secrets under applicable law.

6. Intellectual Property

6.1. Unless otherwise agreed in a written Statement of Work, Contractor hereby assigns to Client all right, title and interest in and to any and all Deliverables produced specifically for Client under this Agreement, including all intellectual property rights therein. Contractor retains ownership of its pre-existing materials and tools; Client is granted a non-exclusive, perpetual license to the extent necessary to use the Deliverables.

7. Representations and Warranties

7.1. Each Party represents and warrants that it has the full corporate or legal power and authority to enter into and perform this Agreement and that the execution and performance of this Agreement will not violate any applicable law, rule or contractual obligation.

7.2. Contractor represents that the Services will be performed in a professional manner consistent with industry standards and that the Deliverables will materially conform to the specifications set forth in applicable Statements of Work.

8. Indemnification

8.1. Each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from the indemnifying Party's breach of this Agreement, gross negligence or willful misconduct.

9. Limitation of Liability

9.1. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID OR PAYABLE TO CONTRACTOR UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES.

10. Notices

10.1. All notices, consents and other communications required or permitted under this Agreement must be in writing and will be deemed given when delivered personally, sent by nationally recognized overnight courier, or five (5) business days after being mailed by certified mail, return receipt requested, to the addresses set forth below or to such other address as a Party may specify in writing.

11. Amendments; Waiver; Counterparts

11.1. This Agreement may be amended or modified only by a written instrument signed by duly authorized representatives of both Parties. No waiver of any provision shall be effective unless in writing and signed by the Party waiving enforcement; a waiver of any breach shall not constitute a waiver of any other or subsequent breach.

11.2. 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 delivered by electronic means shall be binding.

12. Governing Law; Entire Agreement; Severability

12.1. 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 rules.

12.2. Entire Agreement. This Agreement, including any Statements of Work and exhibits expressly incorporated herein, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings and representations, whether written or oral.

12.3. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.

13. Miscellaneous Provisions

13.1. Relationship of the Parties. The Parties are independent contracting parties. Nothing in this Agreement creates a partnership, joint venture, employment or agency relationship between the Parties.

13.2. Assignment. Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, except that a Party may assign this Agreement in its entirety in connection with a merger, acquisition or sale of substantially all of its assets.

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