Proof Revision Document

PROOF REVISION DOCUMENT

Document Date:

RECITALS

WHEREAS, Client engaged Service Provider to produce proofs, drafts, or deliverables described under Project Reference above, and Service Provider delivered an initial proof for Client review on ;

WHEREAS, Client now requests revisions to the delivered proof as detailed in this Proof Revision Document, and Service Provider has reviewed the requested changes and provided estimates of cost and schedule impact as set forth below;

WHEREAS, the parties desire to document the scope, payment terms, schedule adjustments, confidentiality obligations, and termination rights relating to the requested revisions.

SCOPE OF WORK (REVISIONS)

Provide a detailed description of the revisions to be performed. Include references to specific pages, artwork elements, copy changes, measurements, color corrections, and any other operative detail.

REVISION DETAILS (ITEMIZED)

List each revision item. If additional rows are required, attach an addendum signed by both parties.

PAYMENT TERMS

The total fee for the revisions identified in this document shall be:

Late payments will incur interest in the greater of:

All payments are due in cleared funds to the account designated by Service Provider. If additional third-party costs are incurred due to Client-requested changes, Client will be responsible for reimbursement upon presentation of receipts.

TERM AND TERMINATION

This Proof Revision Document commences on and is expected to be completed by , subject to adjustments for scope or unforeseen delays.

Either party may terminate this Proof Revision Document for material breach if the breaching party fails to cure such breach within days after written notice. Termination shall not relieve Client of obligation to pay for work performed and costs incurred through the effective date of termination.

CONFIDENTIALITY

Each party shall treat as confidential all non-public information disclosed by the other party that is marked 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: (a) is or becomes generally available to the public other than by breach of this Document; (b) was rightfully in the receiving party's possession prior to receipt from the disclosing party; or (c) is independently developed without use of or reference to the disclosing party's Confidential Information.

The receiving party shall not disclose Confidential Information to third parties except to its employees, contractors or advisors who have a need to know and who are bound to protect such information on terms at least as protective as those set forth herein. Upon termination or written request, the receiving party shall return or destroy Confidential Information of the disclosing party.

GOVERNING LAW

This Proof Revision Document shall be governed by and construed in accordance with the laws of the state of , without regard to its conflict of law principles.

ENTIRE AGREEMENT

This document, together with any attachments or signed addenda, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, discussions and understandings, whether written or oral. No amendment, modification or waiver of any provision of this Proof Revision Document shall be effective unless in writing and signed by both parties.

ACKNOWLEDGMENT AND AUTHORITY

Each party represents and warrants that the person signing below is fully authorized to execute and deliver this Proof Revision Document and to bind the respective party to the terms herein. By signing, Client authorizes Service Provider to proceed with the described revisions in accordance with the terms and payment schedule set forth above.

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