Miscellaneous Sitemap Revision

MISCELLANEOUS SITEMAP REVISION AGREEMENT

RECITALS

This Miscellaneous Sitemap Revision Agreement (the "Agreement") is entered into effective on by and between Client Name: and Contractor Name: .

WHEREAS, Client operates a website requiring structural or navigational updates to its sitemap to reflect current content and business objectives; and

WHEREAS, Contractor represents that it possesses the skill, experience and resources necessary to perform sitemap revision services described below and agrees to provide such services under the terms and conditions set forth in this Agreement.

SCOPE OF WORK

Contractor shall perform sitemap revision services as described in the scope below. The scope includes review of existing site structure, proposed modifications to navigation and URL hierarchy, and delivery of a revised sitemap document in XML and human-readable formats. Specific tasks and exclusions are set forth below.

TIMELINE AND MILESTONES

Contractor will commence work on or after the Effective Date and will use commercially reasonable efforts to meet the milestone schedule set forth below.

PAYMENT TERMS

Client shall pay Contractor the fees and expenses for the services as set forth below. All fees are exclusive of any applicable taxes unless otherwise stated.

TERM AND TERMINATION

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

CONFIDENTIALITY

Each party acknowledges that it may receive confidential or proprietary information of the other party in connection with this Agreement ("Confidential Information"). Confidential Information shall not include information that is publicly known through no breach of this Agreement, independently developed, or rightfully obtained from a third party without restriction.

Each recipient of Confidential Information shall (a) use the Confidential Information solely to perform obligations under this Agreement, (b) restrict disclosure to employees, contractors or agents who have a need to know and are bound by confidentiality obligations at least as protective as those herein, and (c) take reasonable measures to protect such Confidential Information.

INTELLECTUAL PROPERTY AND DELIVERABLES

Contractor shall retain ownership of Contractor's pre-existing methodologies, tools and know-how. Upon full payment of all fees due, Contractor assigns to Client all right, title and interest in the final sitemap deliverables prepared specifically for Client, excluding Contractor's underlying tools and general templates.

WARRANTIES; LIMITATION OF LIABILITY

Contractor warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED HEREIN, CONTRACTOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, AND CONTRACTOR'S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO CONTRACTOR UNDER THIS AGREEMENT.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to its conflicts of law rules.

ENTIRE AGREEMENT

This Agreement, including any exhibits and attachments referenced herein, 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 written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Notices under this Agreement shall be in writing and delivered to the contact information provided below. If any provision is held unenforceable it shall be reformed to the extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

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