Miscellaneous Amended Forms

MISCELLANEOUS AMENDED FORMS

This Amended Agreement (the Agreement) is entered into as of , (Effective Date), by and between Client Name: and Provider Name: .

RECITALS

WHEREAS, the parties entered into an original agreement identified as dated , (Original Agreement);

WHEREAS, the parties wish to amend certain provisions of the Original Agreement as set forth herein to reflect changed circumstances and the parties' mutual intentions;

WHEREAS, except as expressly modified by this Amended Agreement, all remaining terms and conditions of the Original Agreement remain in full force and effect.

AMENDMENTS

SCOPE OF WORK

The Provider shall perform the services and deliverables described below, as amended by this Agreement. The parties acknowledge that the scope, specifications, and deliverable acceptance criteria are subject to the modifications identified in the Description of Amendments above.

PAYMENT TERMS

In consideration for the Services described herein, Client shall pay Provider in accordance with the following amended payment terms. All monetary amounts are denominated in lawful currency and are exclusive of applicable taxes unless otherwise stated.

Unless otherwise agreed in writing, Provider may suspend performance for invoices not paid within the agreed payment schedule after providing ten (10) days' written notice. Interest and collection costs incurred due to late payment shall be recoverable to the fullest extent permitted by law.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach if the breaching party fails to cure within the notice period specified above following written notice. Termination shall not relieve any party of obligations accrued prior to the effective date of termination, including payment obligations.

CONFIDENTIALITY

Each party shall maintain in confidence all non-public information disclosed by the other party that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information shall not include information that: (a) is or becomes publicly available without breach; (b) is lawfully received from a third party without restriction; (c) was known by the receiving party prior to disclosure; or (d) is independently developed without use of the disclosing party's Confidential Information.

The receiving party shall use the same degree of care to protect Confidential Information as it uses to protect its own similar confidential information, but in no event less than reasonable care. Breach of confidentiality shall entitle the disclosing party to injunctive relief and any other remedies available at law or in equity.

GOVERNING LAW

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 hereby submit to the exclusive jurisdiction of the courts located within that State for resolution of disputes arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Amended Agreement, together with the Original Agreement and any attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous understandings, agreements, negotiations, and communications, whether written or oral. No amendment, modification, or waiver shall be effective unless in writing and signed by both parties.

REPRESENTATIONS AND AUTHORITY

Each party represents and warrants that it has full corporate or individual power and authority to enter into and perform this Agreement, and that the person signing on its behalf is duly authorized to execute this Agreement. Each party further agrees to perform such further acts and execute such further documents as may be reasonably necessary to carry out the provisions of this Agreement.

MISCELLANEOUS PROVISIONS

Sign Now