Project Phase I Update

PROJECT PHASE I UPDATE

Parties and Effective Date

Client Name:     Contractor Name:

Project Title:    Phase:

Effective Date of Update:

Recitals

WHEREAS, Client has engaged Contractor to perform work described in the original agreement for the Project Title identified above, and the parties wish to document updates specific to Phase I of the Project;

WHEREAS, Contractor possesses the expertise, personnel, and resources necessary to perform the revised scope of work for Phase I and will perform such services in compliance with the terms set forth herein; and

WHEREAS, the parties intend this Project Phase I Update to amend and supplement the original agreement only to the extent expressly stated in this document and not to alter other obligations except as provided below.

Scope of Work (Phase I)

Payment Terms

Total Compensation for Phase I: $

Late Payment Fee:    Minimum Late Fee: $

Invoices shall be submitted to Client in writing and are payable within days of receipt unless otherwise specified in the payment schedule above.

Term and Termination

Phase I Start Date:    Phase I End Date (anticipated):

Either party may terminate this Phase I Update for material breach by the other party that remains uncured after days' written notice specifying the breach. Termination for convenience by Client requires days' written notice and payment for all work performed through the effective termination date.

Confidentiality

During and after performance of Phase I, each party shall hold in strict confidence proprietary information disclosed by the other party that is designated confidential or that, by its nature, should reasonably be understood to be confidential ("Confidential Information"). Confidential Information shall not include information that is (a) already known to the receiving party without an obligation of confidentiality; (b) publicly available through no fault of the receiving party; (c) rightfully received from a third party without breach of an obligation of confidentiality; or (d) independently developed without use of the disclosing party's Confidential Information.

The receiving party shall use Confidential Information only for the purposes of performing this Phase I Update and shall restrict access to employees and subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Breach of this confidentiality obligation shall entitle the disclosing party to injunctive relief in addition to any other remedies at law or equity.

Representations and Warranties

Each party represents that it has full power and authority to enter into this Phase I Update and to perform its obligations hereunder. Contractor warrants that services performed under this Update will be performed in a professional and workmanlike manner consistent with industry standards.

Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other from third-party claims arising from the indemnifying party's gross negligence or willful misconduct in performing this Phase I Update. Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party's aggregate liability for claims arising under this Update shall exceed the total fees paid or payable to Contractor for Phase I.

Governing Law

This Phase I Update shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

Entire Agreement

Except as expressly amended by this Project Phase I Update, all terms and conditions of the original agreement remain in full force and effect. This Update, together with the original agreement and any attachments expressly referenced herein, constitute the entire agreement between the parties regarding Phase I and supersede all prior and contemporaneous negotiations and understandings relating to Phase I.

Miscellaneous Provisions

If any provision of this Update is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. No amendment or waiver of any provision shall be effective unless in writing and signed by both parties. Notices required under this Update shall be sent to the addresses on file in the original agreement or as otherwise provided in writing.

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