Miscellaneous Remake Package

MISCELLANEOUS REMAKE PACKAGE

This Miscellaneous Remake Package Agreement (the Agreement) is entered into by and between Client Name: and Service Provider Name: .

Effective Date: .

WHEREAS

WHEREAS, Client previously engaged Provider to deliver certain goods or services and requires revisions, reconstructions, or remakes of one or more deliverables as described herein; and

WHEREAS, Provider represents that it has the skills, personnel and resources necessary to perform the remake services on the terms set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows.

SCOPE OF WORK

Provider shall perform remake services (the Services) for Client as described in the scope below. Provider will deliver all Services in a professional manner consistent with industry standards.

PAYMENT TERMS

Total Remake Fee:

Invoices issued by Provider are payable within days of invoice date. A late fee of % per month (or the maximum permitted by law, if less) will accrue on overdue amounts.

TERM AND TERMINATION

Term Start Date:    Term End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective date of termination. Termination for material breach may be immediate if the breaching party fails to cure within days after written notice specifying the breach.

CONFIDENTIALITY

Each party (Recipient) shall hold in confidence and not disclose or use any non-public information disclosed by the other party (Discloser) that is designated 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 does not include information that: (a) is or becomes public through no breach of this Agreement; (b) was rightfully known to Recipient prior to disclosure; (c) is independently developed by Recipient without use of Discloser's Confidential Information; or (d) is rightfully received from a third party without restriction.

Recipient shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care, and shall use Confidential Information only to perform obligations under this Agreement. Confidentiality obligations shall survive termination for a period of years.

INTELLECTUAL PROPERTY AND REMAKES

Unless otherwise agreed in writing, Provider grants Client a non-exclusive, worldwide license to use the remade deliverables for Client's internal business purposes upon full payment. Title and ownership of any preexisting intellectual property of a party remain with that party. To the extent Provider incorporates new materials created specifically for Client under this Agreement, Provider assigns to Client all right, title and interest in such newly created deliverables upon full payment, except for Provider's protected methodologies, tools, or templates, which Provider may retain and license to Client.

MISCELLANEOUS PROVISIONS

Independent Contractor. Provider shall perform Services as an independent contractor and not as an employee, agent or partner of Client. Provider is responsible for all taxes and benefits of its personnel.

Assignment. Neither party may assign this Agreement without the prior written consent of the other, except that Client may assign to an affiliate or to a purchaser of substantially all of its assets.

Indemnification. Each party shall indemnify the other against third-party claims to the extent arising from the indemnifying party's breach of this Agreement, negligence, or willful misconduct. The indemnified party will promptly notify the indemnifying party of any such claim and permit control of the defense and settlement.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, together with any attachments or exhibits signed by the parties, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect.

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