Rework Document Template

REWORK DOCUMENT TEMPLATE

This Rework Services Agreement ("Agreement") is made and entered into as of by and between Service Provider Name: with a principal place of business at , and Client Name: with a principal place of business at .

WHEREAS

WHEREAS, the parties previously entered into an agreement governing the supply or performance of goods or services dated (the "Original Agreement"); and

WHEREAS, defects, nonconformities, errors, or other deficiencies have been identified in certain deliverables described in the Original Agreement and the parties desire that Service Provider perform rework, correction, remediation, or replacement services on the terms and conditions set forth herein; and

WHEREAS, the parties wish to set forth the scope, schedule, payment, and other terms applicable to such rework to avoid dispute and to memorialize the parties' obligations for the rework effort.

SCOPE OF WORK

The Service Provider shall perform the rework described above in a professional and workmanlike manner consistent with industry standards. All rework shall conform to the specifications and acceptance criteria set forth in the Scope of Work and any attachments incorporated by reference. Any change to the Scope of Work shall be made only by written change order signed by authorized representatives of both parties.

PAYMENT TERMS

All payments due under this Agreement shall be made in lawful currency of the United States unless otherwise agreed in writing. Client shall pay undisputed amounts in accordance with the invoice terms. Disputes as to any portion of an invoice shall be raised in writing within the invoice period; dispute of an invoice in good faith shall not excuse payment of the undisputed portion.

TERM AND TERMINATION

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

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 receipt of written notice specifying the breach. Either party may terminate for convenience upon days' prior written notice to the other party.

Termination shall not relieve Client of its obligation to pay for work properly performed prior to the effective date of termination, nor shall it relieve Service Provider of any obligations which by their nature survive termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other in connection with this Agreement, whether oral, written, electronic or other form, 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. Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law or by order of a court or governmental authority, provided the receiving party gives prompt notice to the disclosing party.

Each party shall: (i) use Confidential Information solely for the purposes of performing its obligations under this Agreement; and (ii) 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. The obligations set forth in this Section shall survive termination or expiration of this Agreement for a period of years.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including 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 negotiations, proposals, representations, warranties, and agreements, whether written or oral. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier service, to the addresses set forth above or to such other address as either party may designate by notice to the other.

REPRESENTATIONS AND AUTHORITY

Each party represents and warrants that: (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation; (b) it has the full corporate or organizational power and authority to enter into and perform its obligations under this Agreement; and (c) the person signing this Agreement on its behalf is duly authorized to execute and deliver this Agreement and to bind such party.

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