Revision PTP Document

Revision PTP Document

Parties and Document Identification

Client Name:

Service Provider Name:

Effective Date of Revision:   Revision Number:

Recitals

WHEREAS, Client Name and Service Provider Name previously entered into a PTP (Prepare, Test, Proceed) document governing specified project activities and deliverables (the "Original PTP"); and

WHEREAS, the Parties desire to revise certain portions of the Original PTP to reflect changes in scope, schedule, payment, and confidentiality obligations as set forth in this Revision PTP Document; and

WHEREAS, this Revision PTP Document supersedes and amends the specific provisions listed below and shall be read in conjunction with any remaining provisions of the Original PTP that are not expressly modified herein.

Scope of Work

Revision Summary

Describe the specific sections of the Original PTP being amended and the practical effect of those amendments:

Payment Terms

The Parties agree that compensation for the revised work shall be as follows.

If any amount due under this Revision PTP Document is not paid when due, interest shall accrue at the lesser of (i) the maximum rate permitted by law or (ii) per month on the outstanding balance, plus reasonable collection costs.

Term and Termination

This Revision PTP Document commences on the Effective Date set forth above and shall continue until the completion of the revised Scope of Work or until the End Date specified below, unless earlier terminated in accordance with this Section.

End Date:

Either party may terminate this Revision PTP Document for convenience upon written notice to the other party delivered not less than days prior to the intended termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each recipient shall: (a) hold Confidential Information in strict confidence; (b) limit disclosure to those employees, contractors, and professional advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) use Confidential Information only for performance under this Revision PTP Document.

Exceptions: Confidential Information does not include information that is: (i) publicly known through no fault of the recipient; (ii) rightfully received from a third party without restriction; (iii) independently developed without use of the discloser's Confidential Information; or (iv) required to be disclosed by law, provided the recipient gives prompt notice and cooperates with reasonable protective measures.

Duration: Confidentiality obligations survive termination for a period of years, except that proprietary technical information and trade secrets shall remain subject to protection for so long as such information qualifies as a trade secret under applicable law.

Representations; Compliance

Each party represents and warrants that it has full power and authority to enter into and perform this Revision PTP Document, and that performance will comply with all applicable laws, rules and regulations. Each party shall maintain appropriate insurance and take commercially reasonable measures to mitigate risks associated with the revised scope.

Governing Law and Dispute Resolution

This Revision PTP Document shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties shall seek to resolve disputes promptly through good faith negotiation; if unresolved, disputes shall be resolved by the courts located in the jurisdiction specified above.

Entire Agreement; Amendment

This Revision PTP Document, together with the Original PTP as modified hereby, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings. Any further amendments to the Original PTP or this Revision PTP Document must be in writing and signed by authorized representatives of both parties.

Notices

Additional Provisions

Assignment: Neither party may assign its rights or delegate its obligations under this Revision PTP Document without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all assets.

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