Site Revision Document

SITE REVISION DOCUMENT

This Site Revision Document (the "Agreement") is made effective as of between Client Name: and Service Provider Name: with respect to Site Name/Identifier: .

RECITALS

WHEREAS, Client contracted Service Provider to design, develop, maintain or host the Site pursuant to a prior agreement between the parties ("Original Agreement"); and

WHEREAS, Client requires modifications to the Site identified in this document (the "Revision"), including updates to features, content, and functional behavior as specified below; and

WHEREAS, the parties desire to set forth the scope, schedule, compensation and other terms applicable to the Revision in writing.

SCOPE OF WORK

TIMELINE AND MILESTONES

Revision Commencement Date: . Estimated Completion Date: .

PAYMENT TERMS

Total Additional Compensation (for the Revision): $ payable in accordance with the schedule below.

Late Payment Fee: If any invoiced amount is not paid within days of the invoice due date, Client will pay a late fee equal to per month on the outstanding balance, or the maximum allowed by law, whichever is less.

TERM AND TERMINATION

This Agreement shall commence on the Revision Commencement Date specified above and shall continue until the Completion Date specified above unless earlier terminated as provided herein.

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. Either party may terminate for convenience upon days' prior written notice; in such event Client shall pay Service Provider for all work performed through the effective date of termination and any non-cancellable obligations.

CONFIDENTIALITY

"Confidential Information" means non-public business, technical, product or financial information disclosed by either party to the other in connection with this Agreement. Each party shall protect Confidential Information of the other with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information shall not include information that is or becomes publicly available through no fault of the receiving party or that is independently developed without use of the disclosing party's Confidential Information.

The receiving party will not disclose Confidential Information 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. Upon termination, each party will return or destroy Confidential Information of the other as directed.

INTELLECTUAL PROPERTY AND LICENSES

Unless otherwise agreed in writing, Service Provider retains ownership of pre-existing tools, software, libraries, and templates. To the extent Service Provider creates new materials specifically for Client under this Revision and Client has paid all amounts due, Service Provider assigns to Client all right, title and interest in such deliverables excluding underlying tools and third-party components, which remain subject to their respective licenses. The parties will execute any documents reasonably required to evidence such assignment.

LIMITATION OF LIABILITY

Except for liability for gross negligence or willful misconduct, each party's aggregate liability arising out of or relating to this Agreement shall be limited to direct damages not to exceed the total amounts paid and payable by Client to Service Provider under this Agreement during the twelve (12) months prior to the event giving rise to the claim. Neither party shall be liable for consequential, special or punitive damages.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, together with the Original Agreement and any written change orders executed by both parties, constitutes the entire agreement between the parties with respect to the Revision and supersedes all prior and contemporaneous understandings, agreements, negotiations and communications, whether written or oral.

MISCELLANEOUS

Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties. If any provision of this Agreement is found to be invalid or unenforceable, the remainder shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture or agency relationship.

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