Legal RFO Mod CS

LEGAL RFO MOD CS

This Modification Number to the Request for Offer for Contract Services (this "Modification") is entered into as of the Effective Date: by and between Client Name: whose address is ("Client"), and Contractor Name: whose address is ("Contractor"). This Modification amends the Request for Offer and underlying agreement identified as RFO Number: executed on (the "Agreement").

RECITALS

WHEREAS, the Client and the Contractor entered into the Agreement referenced above for the provision of contract services; and

WHEREAS, the parties desire to modify certain terms of the Agreement to reflect changes in scope, schedule, and compensation as described in this Modification; and

WHEREAS, the parties agree that the modifications set forth herein shall govern the parties' rights and obligations with respect to the subject matter of this Modification.

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties agree as follows:

1. DEFINITIONS

Capitalized terms used but not defined in this Modification have the meanings given to them in the Agreement. For purposes of this Modification, the term "Agreement" shall include the Agreement as modified by this Modification and any exhibits or attachments expressly amended hereby.

2. SCOPE OF MODIFICATION

The Agreement is amended to the extent set forth in the detailed description below. Except as expressly modified by this Modification, all terms and conditions of the Agreement remain in full force and effect.

3. EFFECTIVE DATE

This Modification shall become effective on the Effective Date set forth above or such other date as the parties may agree in writing. Effective Date reconciliation or retroactivity, if any, is described here:

4. CONSIDERATION AND PRICE ADJUSTMENT

In consideration for the changes described in this Modification, the Contract Price is adjusted as follows. Any payment due under this paragraph shall be subject to the Agreement's payment provisions unless expressly modified herein.

Adjustment type: Increase Decrease

5. SCHEDULE AND PERFORMANCE

The schedule for performance under the Agreement is amended as follows. Contractor shall perform in accordance with the revised schedule below and shall be responsible for coordination to avoid delay to other contract elements.

6. REPRESENTATIONS, WARRANTIES AND COVENANTS

Each party represents and warrants that it has the full power and authority to enter into this Modification and to perform its obligations hereunder. Contractor warrants that all work performed under this Modification shall conform to the Agreement requirements, industry standards and applicable law. Client represents that any approvals or consents required for the modification have been obtained.

7. INDEMNIFICATION

Contractor shall defend, indemnify and hold harmless Client and its officers, directors and employees from and against any and all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from Contractor's performance under this Modification, except to the extent caused by the gross negligence or willful misconduct of Client.

8. INSURANCE

Contractor shall maintain insurance coverages in the types and amounts required by the Agreement. Contractor shall provide certificates of insurance evidencing such coverages upon request and shall name Client as an additional insured where required by the Agreement.

9. CONFIDENTIALITY

All confidential information exchanged between the parties under or in connection with this Modification shall be subject to the confidentiality provisions of the Agreement. The parties shall not disclose confidential information except as permitted by the Agreement or required by law.

10. TERMINATION

Termination rights and procedures remain as set forth in the Agreement. This Modification does not extend any cure periods beyond those provided in the Agreement unless expressly stated herein. In the event of termination, compensation for work performed prior to termination shall be governed by the Agreement and this Modification.

11. AUDIT AND RECORDS

Contractor shall maintain complete and accurate records relating to performance and costs under this Modification for a period consistent with the Agreement. Client shall have the right to audit such records during normal business hours upon reasonable notice.

12. NOTICES

Notices required or permitted under this Modification shall be given in writing in accordance with the Agreement. The parties designate the following addresses for notices:

13. AMENDMENTS AND WAIVER

This Modification may be amended only by a written instrument executed by authorized representatives of both parties. No waiver of any provision of this Modification shall be effective unless in writing and signed by the waiving party.

14. GOVERNING LAW

This Modification shall be governed by and construed in accordance with the laws of the state specified by the parties below without regard to conflicts of law principles.

15. ENTIRE AGREEMENT; SEVERABILITY

This Modification, together with the Agreement and its exhibits as amended hereby, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous proposals, negotiations and agreements. If any provision of this Modification is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

16. COUNTERPARTS

This Modification 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. Facsimile or electronic signatures shall be binding for all purposes.

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