Miscellaneous MOG Corrected Document

Miscellaneous MOG Corrected Document

Parties

This Corrected Document is entered into by the following parties:

Recitals

WHEREAS, the parties previously executed a document titled "MOG" identified by reference number dated (the Original Document); and

WHEREAS, the parties have identified clerical or administrative inaccuracies in the Original Document and desire to correct those inaccuracies by issuing this Corrected Document, which rectifies the specific corrections set forth herein and confirms the parties' original intent; and

WHEREAS, the parties intend that this Corrected Document shall control over any inconsistent provision of the Original Document to the extent of such inconsistency and shall be effective as of .

Correction Statement

The parties acknowledge and agree that the Original Document is hereby corrected as follows. Each item identified below is a material correction that clarifies the parties' rights and obligations and is not intended to create new obligations beyond those reasonably implied by the Original Document.

Scope of Work

Contractor shall perform the services described below in a professional manner consistent with industry standards. The scope set forth in this section supersedes any conflicting scope description in the Original Document to the extent that such conflict arises from the corrections identified above.

Payment Terms

Client shall compensate Contractor as set forth in this section. All amounts are payable in United States dollars unless otherwise stated and are exclusive of applicable taxes unless otherwise provided.

Invoices shall be due within the period specified in the payment schedule. Any undisputed amount not paid when due shall accrue the specified late fee and the defaulting party shall reimburse the other party for reasonable collection costs, including attorneys' fees, incurred in enforcing payment.

Term and Termination

This Corrected Document commences on and, unless earlier terminated in accordance with this section, will continue until .

Either party may terminate this Corrected Document for material breach by the other party if such breach is not cured within the notice period specified above following written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to termination, including payment obligations.

Confidentiality

Each party (the Receiving Party) shall hold in strict confidence and shall not disclose any Confidential Information of the other party (the Disclosing Party) except as necessary to perform obligations under this Corrected Document. "Confidential Information" means non-public information marked confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure.

The obligations in this clause do not apply to information that: (a) is or becomes publicly available other than by breach of this agreement; (b) was rightfully known to the Receiving Party prior to disclosure; (c) is received from a third party without breach of an obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. The Receiving Party may disclose Confidential Information to its employees and professional advisors on a need-to-know basis provided such persons are bound by confidentiality obligations no less protective than those set forth herein. A violation of this clause may cause irreparable harm entitling the Disclosing Party to injunctive relief in addition to other remedies.

Governing Law and Dispute Resolution

This Corrected Document shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of law principles. The parties agree that exclusive jurisdiction for any dispute arising out of or relating to this Corrected Document shall lie in the state and federal courts located in that state.

Entire Agreement; Effect of Correction

This Corrected Document, together with the non-conflicting provisions of the Original Document as amended hereby, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written, relating to such subject matter. To the extent of any inconsistency between this Corrected Document and the Original Document, the terms of this Corrected Document control.

No modification, amendment or waiver of any provision of this Corrected Document shall be effective unless in writing and signed by both parties. The parties acknowledge that the corrections set forth herein were made to accurately reflect their mutual understanding and intent at the time of the Original Document.

Representations and Warranties

Each party represents and warrants that: (a) it has full power and authority to enter into and perform this Corrected Document; (b) the person signing below is authorized to bind the party; and (c) the performance of its obligations will not violate any applicable law or contractual obligation.

Acknowledgement

By signing below, each party acknowledges receipt of a fully executed copy of this Corrected Document and affirms that the corrections set forth herein are accurate and binding.

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