Work Assignment Addendum Form

WORK ASSIGNMENT ADDENDUM

This Work Assignment Addendum ("Addendum") is made as of between Company Name: with principal address at and Contractor Name: with principal address at . Company and Contractor are each a "Party" and together the "Parties."

RECITALS

WHEREAS, the Parties entered into a written agreement titled dated (the "Agreement"); and

WHEREAS, the Parties desire to amend the Agreement to add, modify and clarify certain work assignments, compensation terms and schedules as set forth in this Addendum; and

WHEREAS, capitalized terms used but not defined in this Addendum have the meanings given to them in the Agreement.

NOW THEREFORE, in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. ASSIGNMENT

The Company hereby assigns to Contractor, and Contractor accepts, the performance of the work described in Section 2 of this Addendum on the terms set forth herein. This assignment supplements the Agreement and prevails in the event of an inconsistency between this Addendum and the Agreement with respect to the assigned work.

2. SCOPE OF WORK

3. SCHEDULE

Commencement Date: . Estimated Completion Date: . Time is of the essence with respect to the milestones set forth in the scope.

4. COMPENSATION AND PAYMENT

The Company shall pay Contractor as follows. Select applicable method(s):

5. CHANGE ORDERS

Any material change to the scope, price, schedule or deliverables shall require a written change order executed by authorized representatives of both Parties. Contractor will not be required to perform work beyond the agreed scope without a fully executed change order.

6. DELIVERABLES AND ACCEPTANCE

Deliverables to be provided by Contractor are set forth in Section 2. Company shall review deliverables within calendar days of receipt and shall provide written notice of acceptance or rejection. Rejections shall state in reasonable detail the basis for rejection and Contractor shall correct nonconforming work at Contractor's expense.

7. CONFIDENTIALITY

Each Party shall maintain in confidence all nonpublic information disclosed by the other Party in connection with this Addendum and shall use such information only for the performance of obligations under this Addendum. This obligation survives termination of this Addendum for a period of three (3) years, except with respect to trade secrets which shall be protected for so long as they qualify as trade secrets under applicable law.

8. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Contractor hereby assigns to Company all right, title and interest in and to deliverables and all original works of authorship created specifically for Company under this Addendum, and Contractor shall execute documents reasonably necessary to effect such assignment. Contractor retains ownership of Contractor's preexisting tools, methodologies and know-how.

9. WARRANTIES; REMEDIES

Contractor warrants that the services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. Except as expressly set forth herein, Contractor disclaims all other warranties, express or implied. Company's sole and exclusive remedies for breach of the foregoing warranty shall be the re-performance of nonconforming services or, if Contractor fails to re-perform within a reasonable time, a refund of the fees attributable to the defective services.

10. INDEMNIFICATION

Each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claims, liabilities, damages or expenses arising out of the indemnifying Party's negligence, willful misconduct or breach of this Addendum, subject to any limitations set forth in the Agreement.

11. INSURANCE

Contractor shall maintain insurance customary for the industry and appropriate to the work, including commercial general liability and workers' compensation where applicable. Minimum limits (if any) required by Company:

12. INDEPENDENT CONTRACTOR

Contractor is an independent contractor and nothing in this Addendum creates an employment, agency or joint venture relationship. Contractor is solely responsible for all taxes and benefits relating to Contractor's personnel.

13. NOTICES

All notices required or permitted under this Addendum shall be in writing and delivered to the addresses below by personal delivery, nationally recognized courier, or certified mail (return receipt requested). Notice is effective upon receipt.

14. AMENDMENTS

This Addendum may be amended only by a written instrument signed by authorized representatives of both Parties. No oral modifications shall be effective.

15. WAIVER

A waiver of any breach or default under this Addendum shall not be deemed a waiver of any subsequent breach or default. No waiver shall be effective unless in writing and signed by the waiving Party.

16. GOVERNING LAW

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

17. ENTIRE AGREEMENT

This Addendum, together with the Agreement, constitutes the entire agreement between the Parties with respect to the assigned work and supersedes all prior and contemporaneous agreements, representations and understandings of the Parties relating to such subject matter.

18. SEVERABILITY

If any provision of this Addendum is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith a valid substitute provision that most nearly effects the Parties' original intent.

19. COUNTERPARTS

This Addendum may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

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