Revision Material Agreement

REVISION MATERIAL AGREEMENT

This Revision Material Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: and Provider Name: .

RECITALS

WHEREAS, Client has existing materials, deliverables, or works described herein that require revisions, editing, updating or amendment (the "Materials"); and

WHEREAS, Provider possesses the skills, personnel and facilities necessary to perform revisions to the Materials and is willing to perform such services under the terms set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows.

1. SCOPE OF WORK

The Provider shall perform the revision services described above in a professional and workmanlike manner consistent with industry standards. Provider shall assign competent personnel and shall be responsible for the actions of its subcontractors. Any changes to the Scope of Work shall be documented in a written change order signed by both parties and, if applicable, shall specify adjustments to Fees and Schedule.

2. DELIVERY, ACCEPTANCE AND REVISIONS

Delivery Method:    Acceptance Period (days):

Provider shall deliver revised Materials in accordance with the Schedule set forth in the Scope of Work. Client shall review delivered Materials within the Acceptance Period and shall notify Provider in writing of any non-conformities. Failure to provide timely written notice shall constitute acceptance. The Agreement provides for Number of Revision Rounds: at no additional charge; additional revisions shall be subject to the rates set forth in Section 3.

3. PAYMENT TERMS

Late Payment: Any amount not paid within days after the due date shall accrue interest at the lesser of % per month or the maximum rate permitted by law. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Provider in collecting overdue amounts.

4. TERM AND TERMINATION

Term Commencement Date: .    Term Expiration Date: .

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within days after receiving written notice. Upon termination for any reason, Client shall pay Provider for all work performed and authorized expenses incurred through the termination effective date, including reasonable wind-down costs.

5. CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that, given the nature of the information or the circumstances of disclosure, reasonably should be understood to be confidential. Each party agrees to (a) use Confidential Information solely for performance of this Agreement; (b) restrict disclosure of Confidential Information to its employees, contractors and agents who have a need to know and are bound by confidentiality obligations no less protective than those herein; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information does not include information that is (i) publicly available through no breach of this Agreement, (ii) rightfully received from a third party without confidentiality obligations, (iii) independently developed without use of the other party's Confidential Information, or (iv) required to be disclosed by law, provided the disclosing party gives prompt notice and cooperates reasonably to limit the disclosure.

6. INTELLECTUAL PROPERTY; LICENSES

Ownership of Pre-existing Materials: Each party retains all right, title and interest in and to materials owned or developed by such party prior to or outside the scope of this Agreement. Nothing herein transfers ownership of any party's pre-existing intellectual property except as expressly set forth.

Ownership of Revised Materials: Upon receipt of full payment of undisputed Fees due for the applicable deliverable, Provider assigns to Client all right, title and interest in and to the final revised Materials specifically created for Client under this Agreement, except for any Provider Background Technology and third-party components. Provider hereby grants Client a worldwide, perpetual, royalty-free, transferable license to use any Provider Background Technology incorporated in the deliverable to the extent necessary to exploit the final revised Materials.

7. REPRESENTATIONS, WARRANTIES AND INDEMNITY

Each party represents that it has the authority to enter into this Agreement. Provider warrants that (a) the revised Materials will materially conform to the Scope of Work for a period of 30 days after acceptance; and (b) to Provider's knowledge, the revised Materials will not infringe third-party intellectual property rights. Provider's sole and exclusive remedy and Client's sole and exclusive remedy for breach of the foregoing warranty shall be correction of the deliverable at Provider's expense or, if Provider fails to correct nonconformities within a commercially reasonable time, a refund of Fees paid for the nonconforming portion.

Each party shall indemnify, defend and hold harmless the other party from third-party claims arising from the indemnifying party's breach of this Agreement, gross negligence or willful misconduct. The indemnified party shall promptly notify the indemnifying party of any claim and cooperate in the defense. The indemnifying party shall control the defense and settlement, provided that any settlement that admits fault or requires payment by the indemnified party requires its consent, which shall not be unreasonably withheld.

8. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT, GROSS NEGLIGENCE, OR A BREACH OF CONFIDENTIALITY OR A PARTY'S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict-of-law principles.

10. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any incorporated exhibits and change orders signed by both parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

11. MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a sale of substantially all of its assets or business. Notices: Notices must be in writing and delivered to the addresses below. Relationship of Parties: The parties are independent contractors; nothing in this Agreement creates an agency, partnership or joint venture. Severability: If any provision is held invalid, the remaining provisions shall remain in full force and effect.

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