Revised Business Document Form

REVISED BUSINESS DOCUMENT FORM

This Revised Business Document Form (the "Agreement") is entered into effective as of by and between:

WHEREAS

WHEREAS, the parties entered into an original agreement described as the Original Agreement on ;

WHEREAS, the parties intend to revise certain terms and incorporate amendments into the Original Agreement to reflect changed business requirements, modifications to deliverables, or corrections to administrative provisions;

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows.

Scope of Work

The parties agree that the Scope of Work described in this revision supersedes the corresponding provisions of the Original Agreement to the extent of any conflict. The party performing the work shall perform in a professional and workmanlike manner, in accordance with industry standards, and deliver all Deliverables in the timeframes specified below.

Payment Terms

In consideration for the performance of the Scope of Work, Party B shall pay Party A the amounts and on the schedule set forth below. All sums are stated in lawful currency and are exclusive of any taxes unless otherwise specified.

Late payments shall bear interest at the rate of % per month (or the maximum rate permitted by applicable law, if lower), calculated from the due date until paid. In addition to interest, the non-paying party shall be responsible for reasonable collection costs, including attorneys' fees.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice to the other party provided at least days prior to the intended termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice describing the breach.

Confidentiality

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. For purposes of this Agreement, "Confidential Information" means nonpublic information disclosed in any form that is designated as confidential or that a reasonable person would understand to be confidential under the circumstances.

Each recipient shall (a) hold the disclosing party's Confidential Information in strict confidence, (b) not disclose it to any third party except as permitted herein, and (c) use it only for the purposes of performing under this Agreement. Confidential Information shall not include information that is or becomes publicly available other than through a breach of this Agreement or is independently developed by the recipient without use of the disclosing party's Confidential Information.

The obligations under this section shall survive termination or expiration of this Agreement for a period of years, unless otherwise required by law.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflicts of law principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located within that jurisdiction for any action arising out of or relating to this Agreement.

Entire Agreement

This Agreement, together with any attachments, exhibits, or amendments executed in writing by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether oral or written, relating to such subject matter. No amendment, modification, or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, sale of substantially all of its assets, or change of control, provided the assignee agrees in writing to be bound by the assignor's obligations.

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