Business Name Renewal Agreement

Business Name Renewal Agreement

This Business Name Renewal Agreement (Agreement) is made and entered into as of , (Effective Date), by and between Registrant Name: with principal business address at (Registrant), and Renewal Agent Name: with principal business address at (Agent).

Recitals

WHEREAS, Registrant is the lawful registrant of the trade name or business name known as , Registration Number , originally registered in .

WHEREAS, Registrant desires to renew the registration of the Business Name for the period and upon the terms set forth herein; and

WHEREAS, Agent represents that it has the authority and capability to file renewal applications and perform related services necessary to maintain the registration of the Business Name.

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

1. Renewal

Agent shall prepare, complete and file all necessary documents and take such actions as are reasonably required to renew the registration of the Business Name identified above for a renewal term of years from the Effective Date or from the date of renewal as required by the applicable jurisdiction. Agent agrees to use commercially reasonable efforts to obtain confirmation of renewal from the appropriate registration authority.

2. Renewal Details; Instructions

Registrant authorizes Agent to act as its authorized representative for renewal filings and to execute on Registrant's behalf all filings and declarations that are customarily required. Registrant certifies that the information provided to Agent, including the current principal place of business:

If any information provided is inaccurate or incomplete, Registrant shall promptly notify Agent in writing. Agent is not responsible for failure to obtain renewal as a result of Registrant's failure to provide timely, accurate information.

3. Consideration; Fees and Payment

Registrant shall pay Agent a fee for the services described herein in the amount of plus any filing fees, taxes and disbursements required by the registering authority. Payment shall be due within days of invoice unless otherwise agreed in writing.

4. Taxes and Expenses

Registrant shall be responsible for all taxes, duties, and governmental fees associated with the renewal of the Business Name. Agent may advance reasonable out-of-pocket expenses on behalf of Registrant and shall be reimbursed upon demand.

5. Representations and Warranties

Each party represents and warrants to the other that: (a) it has full power and authority to enter into this Agreement and to perform its obligations hereunder; (b) the execution and delivery of this Agreement have been duly authorized by all necessary action; and (c) this Agreement is a valid and binding obligation enforceable in accordance with its terms, except as limited by applicable insolvency or bankruptcy laws.

6. Agent Obligations; Standard of Care

Agent shall perform services in a commercially reasonable manner consistent with prevailing professional standards for renewal filing services. Agent does not warrant results beyond the filing and processing of renewal documents and shall not be liable for administrative decisions of government authorities.

7. Registrant Obligations

Registrant shall provide all documentation and authorizations reasonably required by Agent to complete the renewal, shall pay fees and filing costs when due, and shall indemnify Agent for liabilities arising from false or misleading information provided by Registrant.

8. Indemnification; Limitation of Liability

Registrant agrees to indemnify, defend and hold harmless Agent and its affiliates, officers and employees from and against any claims, losses or liabilities (including reasonable attorneys' fees) arising from Registrant's breach of this Agreement or from Registrant's inaccurate or incomplete disclosures. Except for liability arising from gross negligence, willful misconduct or fraud, Agent's aggregate liability under this Agreement shall be limited to the fees actually paid by Registrant to Agent for the specific renewal giving rise to the claim.

9. Notices

All notices required or permitted under this Agreement shall be in writing and delivered by hand, nationally recognized courier, or certified mail to the addresses set forth below, or to such other address as a party may designate by notice.

10. Amendments; Waiver

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom enforcement is sought. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

11. Counterparts

This Agreement 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. Signatures transmitted by facsimile or electronic image shall be effective for all purposes.

12. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction of , without regard to its choice-of-law principles.

13. Entire Agreement

This Agreement, together with any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral.

14. Severability

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

15. Miscellaneous

The parties acknowledge that each has had an opportunity to review this Agreement with counsel of its choosing. Headings used in this Agreement are for convenience only and shall not affect interpretation.

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