Revised Statement of Agreement

REVISED STATEMENT OF AGREEMENT

This Revised Statement of Agreement (the "Agreement") is made as of by and between Company Name: , with principal place of business at , and Client Name: , with principal place of business at . Each of the foregoing entities is a "Party" and collectively the "Parties."

RECITALS

WHEREAS, the Parties previously entered into a written agreement dated (the "Original Agreement"), which set forth terms for the performance of certain obligations;

WHEREAS, the Parties desire to revise and restate certain terms of the Original Agreement to reflect updated deliverables, payment terms, and other provisions as set forth in this Revised Statement of Agreement;

WHEREAS, the Parties intend that, upon effectiveness of this Agreement, the terms herein shall supersede and replace the corresponding provisions of the Original Agreement to the extent inconsistent, but that unaffected provisions of the Original Agreement shall remain in full force and effect.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, the sufficiency of which is acknowledged, the Parties agree as follows:

1. DEFINITIONS

Unless otherwise defined in this Agreement, capitalized terms used in this Agreement shall have the meanings assigned to them in the Original Agreement. For clarity, the following definitions apply for purposes of this Revised Statement of Agreement:

"Revised Services" means the scope of services described in Section 2 below and in the specification attached as Exhibit A, if any.

2. REVISED TERMS

2.1 Scope. The Parties agree that the service obligations to be performed by the performing Party are revised as follows:

2.2 Deliverables and Schedule. Deliverables, milestone dates, and acceptance criteria shall be as follows:

3. PAYMENT

3.1 Fees. In consideration for the Revised Services, Client shall pay Company the fees set forth below. Total revised fee: USD.

3.2 Payment Terms. Payments shall be due within days of invoice. Late payments shall incur interest at the rate of , to the extent permitted by law.

4. TERM AND TERMINATION

4.1 Term. The term of this Agreement shall commence on the effective date set forth above and shall continue until unless earlier terminated in accordance with this Agreement.

4.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure such breach within days after written notice specifying the breach.

5. CONFIDENTIALITY

Each Party shall maintain in confidence all Confidential Information disclosed by the other Party and shall not disclose such information except as necessary to perform under this Agreement or as required by law. The obligations of confidentiality shall survive termination for a period of years.

6. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that: (a) it has full power and authority to enter into and perform this Agreement; (b) this Agreement constitutes a valid and binding obligation enforceable against it in accordance with its terms; and (c) performance of its obligations will not violate any agreement or legal obligation binding on it.

7. INDEMNIFICATION

Each Party (the "Indemnifying Party") shall indemnify, defend, and hold harmless the other Party (the "Indemnified Party") from and against any third-party claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of the Indemnifying Party's breach of this Agreement or its gross negligence or willful misconduct.

8. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, gross negligence, or breach of confidentiality or indemnification obligations, neither Party shall be liable to the other for indirect, incidental, consequential, special, or punitive damages, and aggregate direct damages shall not exceed the amount of fees paid or payable under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

9. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered personally, sent by certified mail, return receipt requested, or sent by nationally recognized overnight courier, to the addresses set forth below or such other address as a Party may specify in writing:

10. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument executed by authorized representatives of both Parties. No waiver of any provision shall be effective unless in writing and signed by the waiving Party. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction agreed by the Parties below, without regard to its conflict of laws principles.

12. ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and communications, whether written or oral, relating to such subject matter.

13. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be modified to the extent necessary to make it enforceable, or if modification is not possible, severed, and the remaining provisions shall remain in full force and effect.

14. MISCELLANEOUS

The Parties agree to cooperate and execute such further documents and take such further actions as may be reasonably necessary to effectuate the purposes of this Agreement. Each Party acknowledges that it has had the opportunity to seek independent legal advice regarding this Agreement.

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