Miscellaneous Revised Work Order

MISCELLANEOUS REVISED WORK ORDER

This Miscellaneous Revised Work Order (the "Work Order") is made and entered into as of Effective Date: by and between Client Name: and Contractor Name: .

RECITALS (WHEREAS)

WHEREAS, Client and Contractor previously entered into Work Order No. dated (the "Original Work Order");

WHEREAS, the parties desire to revise the Original Work Order to reflect modifications to the scope, schedule, and compensation as set forth in this Revised Work Order; and

WHEREAS, the parties intend for this Revised Work Order to amend and supersede the Original Work Order only to the extent expressly provided herein and otherwise to remain in full force and effect.

PROJECT INFORMATION

SCOPE OF WORK

ITEMIZED REVISED WORK

Provide itemized description of revised tasks, quantities, rates and extended totals. Totals shall be incorporated into Payment Terms below.

PAYMENT TERMS

Total Amount Payable under this Revised Work Order: .

Deposit required prior to commencement:

Invoices shall be due and payable within days of invoice receipt. Late payments shall incur a late fee of per month on outstanding balances, computed monthly and compounded.

Client is responsible for reasonable collection costs, including attorneys' fees, if payment is not made in accordance with the terms above.

TERM AND TERMINATION

Commencement Date:    Termination/Completion Date:

Either party may terminate this Work Order for cause upon written notice if the other party materially breaches any obligation and fails to cure within days after receipt of written notice. For convenience, either party may terminate this Work Order upon days' prior written notice.

Upon termination, Contractor shall be entitled to payment for all work performed and approved expenses incurred through the effective date of termination, subject to set-off for Client damages resulting from Contractor's breach.

CONFIDENTIALITY

Each party shall maintain in strict confidence all nonpublic information disclosed by the other party that is designated 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 is or becomes generally available to the public through no fault of the receiving party, is already lawfully in the receiving party's possession, or is independently developed without use of the disclosing party's Confidential Information.

Receiving party shall use Confidential Information solely for the performance of its obligations under this Work Order and shall not disclose Confidential Information to third parties except to its employees, subcontractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein.

GOVERNING LAW

This Work Order shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. Venue for any dispute arising out of or relating to this Work Order shall lie in a state or federal court of competent jurisdiction located within that state.

ENTIRE AGREEMENT

This Work Order, together with the Original Work Order as amended herein, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written, relating to the Revised Work Order. No modification to this Work Order shall be effective unless executed in writing by authorized representatives of both parties.

REPRESENTATIONS AND ACKNOWLEDGMENTS

Each party represents that it has full power and authority to enter into this Work Order, that the individual signing below is duly authorized to bind the party, and that the performance of this Work Order will not violate any agreement to which either party is bound.

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