Legal Revised Document Template

LEGAL REVISED DOCUMENT TEMPLATE

This Legal Revised Document Template (the "Agreement") is entered into as of by and between Client Name: with principal place of business at and Company Name: with principal place of business at (each a "Party" and collectively the "Parties").

Recitals

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

WHEREAS, the Parties wish to amend and restate certain provisions of the Original Agreement to reflect revised obligations, consideration, and term as set forth herein; and

WHEREAS, the Parties agree that the modifications described in this Agreement are fair and constitute sufficient consideration for the modifications and continuation of the Parties' relationship under the Original Agreement.

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 hereby acknowledged, the Parties agree as follows:

1. Amendment and Restatement

1.1 Amendment. The Original Agreement is hereby amended as set forth in this Agreement. Except as expressly modified by this Agreement, all terms and conditions of the Original Agreement remain in full force and effect. To the extent of any conflict between the Original Agreement and this Agreement, the terms of this Agreement shall control.

1.2 Restatement. The Parties intend that, upon execution of this Agreement, the Original Agreement be restated in the form set forth herein to reflect the revised terms and obligations. The restatement does not operate as a novation unless expressly set forth in writing and signed by both Parties.

2. Revised Terms

2.1 Modifications. The material modifications to the Original Agreement are described below. These modifications replace the corresponding provisions of the Original Agreement in their entirety.

2.2 Effective Date of Revisions. The revised terms set forth in this Agreement shall become effective on the Effective Date specified above or on such other date as the Parties may agree in writing.

3. Consideration

3.1 Consideration. In consideration for the amendments and restatement contained in this Agreement, Party A shall provide to Party B the following: and/or other mutually agreed deliverables.

3.2 Payment Terms. If monetary payment is required, the amount and schedule shall be: Amount: ; Payment Date or Schedule: .

4. Scope and Performance

4.1 Performance Standard. Each Party shall perform its obligations hereunder in a professional and workmanlike manner and in compliance with applicable laws and industry standards.

5. Representations and Warranties

5.1 Mutual Representations. Each Party represents and warrants that: (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (b) it has the authority to enter into and perform this Agreement; and (c) the execution, delivery and performance of this Agreement will not violate any applicable law or contractual obligation.

6. Confidentiality

6.1 Confidential Information. The Parties acknowledge that, by virtue of this Agreement, each may receive confidential or proprietary information of the other. Each Party shall hold Confidential Information in strict confidence and shall not disclose such information to any third party except as necessary to perform its obligations under this Agreement or as required by law, provided that notice is given to the disclosing Party where permitted.

7. Indemnification

7.1 Indemnity. Each Party (the "Indemnitor") shall indemnify, defend and hold harmless the other Party (the "Indemnitee") from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from the Indemnitor's breach of this Agreement, negligent acts or willful misconduct.

8. Limitation of Liability

8.1 Limitation. Except for liability arising from a Party's gross negligence, willful misconduct or breach of Section 6 (Confidentiality) or Section 7 (Indemnification), in no event shall either Party be liable for incidental, consequential, special or punitive damages, and the aggregate liability of either Party arising out of or related to this Agreement shall be limited to or the total amount actually paid under this Agreement, whichever is less.

9. Term and Termination

9.1 Term. The term of this Agreement shall commence on the Effective Date and continue until unless earlier terminated in accordance with this Agreement.

9.2 Termination for Convenience. Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party.

9.3 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches this Agreement and fails to cure the breach within days after receipt of written notice specifying the breach.

10. Notices

10.1 Method. All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered by personal delivery, nationally recognized overnight carrier, or certified mail, return receipt requested, to the addresses set forth below (or to such other address as a Party may designate by notice in accordance with this Section).

10.2 Effective. A notice is effective on the date of receipt evidenced by written acknowledgement of delivery or, if delivered by certified mail, on the date indicated on the return receipt.

11. Amendments and Waiver

11.1 Amendments. No amendment or modification of this Agreement shall be binding unless made in writing and signed by authorized representatives of both Parties.

11.2 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom the waiver is sought to be enforced. A waiver of any breach shall not constitute a waiver of any other or subsequent breach.

12. Counterparts; Electronic Signatures

12.1 Counterparts. This Agreement may be executed in any number of counterparts, each of which when executed shall be deemed an original, and all of which together shall constitute one and the same instrument.

12.2 Electronic Signatures. Facsimile, scanned or electronic signatures shall be deemed original signatures for all purposes and shall be binding on the signatory.

13. Governing Law; Entire Agreement; Severability

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

13.2 Entire Agreement. This Agreement, together with the Original Agreement as amended hereby, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral, relating to such subject matter.

13.3 Severability. If any provision of this Agreement is finally determined to be invalid, illegal or unenforceable, such provision shall be severed and the remaining provisions shall continue in full force and effect, and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that, to the extent possible, achieves the original intent of the Parties.

14. Miscellaneous

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

14.2 Relationship of the Parties. The Parties are independent contractors and nothing in this Agreement shall create a partnership, joint venture, employment or agency relationship between the Parties.

The Parties acknowledge that they have read this Agreement, understand its contents, and agree to be bound by its terms.

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