Revision Packet Template

Revision Packet Template

This Revision Packet Template documents amendments, clarifications, and deliverable changes proposed by the Service Provider and accepted by the Client pursuant to the Master Services Agreement between the parties. The parties intend for this packet to identify the revisions, define scope adjustments, set payment and timing changes, and establish approvals required to effectuate the revisions described herein.

Parties

WHEREAS

WHEREAS, the Client and the Service Provider are parties to a governing agreement under which the Service Provider performs certain services and delivers specified deliverables; and

WHEREAS, the parties desire to document revisions to previously agreed deliverables, timelines, and payment terms by means of this Revision Packet, which when executed by authorized representatives of both parties will amend the applicable scope and payment provisions as provided herein; and

WHEREAS, the parties agree that revisions documented in this packet will control the specific work and payments described below and will not otherwise modify the remaining terms of the governing agreement except as expressly set forth in this packet.

Revision Identification

Scope of Work

The Service Provider will perform the following services and deliver the following deliverables as the revised scope. Any items not expressly revised by this packet remain unchanged and in full force under the governing agreement.

Change Log

Record each substantive change implemented by this revision packet. Each entry should describe the previous state, the change, and the rationale.

Payment Terms

Compensation for the revised scope will be as follows. Payment of fees is a condition to the Service Provider's continuing performance on any revised work.

Term and Termination

The revision described in this packet shall commence and terminate as stated below unless earlier terminated in accordance with this section. Termination of the revision does not necessarily terminate the underlying governing agreement unless expressly provided.

Effective Start Date: — Effective End Date (if applicable):

Either party may terminate performance under this Revision Packet for material breach if such breach remains uncured for the notice period specified above following written notice. Termination shall not relieve either party of obligations accrued prior to termination, including payment for work performed and reasonable wind-down costs.

Confidentiality

Each party acknowledges that during performance it may receive Confidential Information of the other party. "Confidential Information" includes nonpublic business, technical, financial and product information disclosed in connection with this Revision Packet. The receiving party shall: (a) use Confidential Information solely for performance of this Revision Packet; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; and (c) not disclose Confidential Information to third parties except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Governing Law

This Revision Packet shall be governed by and construed in accordance with the laws of the state identified below, without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction of courts located in that state for disputes arising out of or related to this Revision Packet unless the governing agreement provides otherwise.

Representations and Warranties

Each party represents and warrants that: (a) it has the full power and authority to enter into and perform its obligations under this Revision Packet; (b) execution and performance of this Revision Packet will not violate any other agreement to which it is a party; and (c) the person executing this Revision Packet on behalf of each party is duly authorized and empowered to bind that party.

Indemnification

Each party agrees to indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities or losses to the extent arising out of the indemnifying party's negligence, willful misconduct, or material breach of this Revision Packet.

Entire Agreement

This Revision Packet, together with the governing agreement and any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter of this packet and supersedes all prior and contemporaneous understandings and agreements, whether written or oral, relating to such subject matter. Any amendment must be in writing and signed by authorized representatives of both parties.

Approvals and Attachments

Attachments (check all that apply):

Execution

The undersigned represent that they are authorized to execute this Revision Packet on behalf of their respective parties. Execution of this packet by both parties constitutes acceptance of the revisions and the obligations set forth herein.

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