Business Outsourcing Renewal

BUSINESS OUTSOURCING RENEWAL

Parties

This Business Outsourcing Renewal (the Renewal) is entered into as of (Effective Date) by and between:

Recitals

WHEREAS, Client and Service Provider are parties to that certain Master Outsourcing Agreement dated (Original Agreement); and

WHEREAS, the parties desire to renew and extend certain rights and obligations under the Original Agreement on the terms set forth in this Renewal;

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

Scope of Work

Service Provider shall perform the services described below for the benefit of Client in accordance with the terms of this Renewal and the Original Agreement. Specific tasks, deliverables, performance standards, staffing levels and reporting obligations are described below and are incorporated into this Renewal by reference.

Payment Terms

Client shall pay Service Provider the fees set forth below for the services rendered under this Renewal. All amounts are in U.S. Dollars unless otherwise specified.

All undisputed invoices not paid within the Payment Due Days shall accrue interest at the Late Payment Fee specified above until paid in full. Client may withhold payment of any portion of an invoice that is subject to a reasonable dispute until such dispute is resolved in accordance with the dispute resolution provisions of the Original Agreement.

Term and Termination

The term of this Renewal shall commence on and shall expire on unless earlier terminated as provided herein or in the Original Agreement.

Either party may terminate this Renewal for material breach by the other party if the breaching party fails to cure such breach within the notice period set forth above. Termination will not relieve either party from liability for obligations accrued prior to the effective date of termination.

Confidentiality

Each party acknowledges that, in the course of performance, it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in connection with this Renewal, including business processes, pricing, proprietary methodologies, customer data and other trade secrets. Each party shall: (a) hold such Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Renewal; and (c) restrict disclosure to employees and subcontractors on a need-to-know basis who are bound by confidentiality obligations no less protective than those herein.

Confidential Information shall not include information which is or becomes generally available to the public through no fault of the recipient, was rightfully in the recipient's possession prior to disclosure, or is independently developed by the recipient without use of the discloser's Confidential Information. Notwithstanding the foregoing, the receiving party may disclose Confidential Information to the extent required by law, provided the receiving party gives the disclosing party prompt written notice and cooperates to seek confidential treatment or a protective order.

Representations, Remedies and Liability

Each party represents and warrants that it has the full power and authority to enter into this Renewal and to perform its obligations hereunder. Remedies for breach of this Renewal shall be as provided in the Original Agreement; in addition to any remedy at law, each party acknowledges that breach of confidentiality or misuse of intellectual property may cause irreparable harm for which monetary damages may be inadequate and that equitable relief is an appropriate remedy.

Notices

All notices required or permitted under this Renewal shall be given in writing and delivered to the addresses set forth above or such other address as either party designates by written notice to the other in accordance with this section.

Governing Law and Dispute Resolution

This Renewal shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall attempt in good faith to resolve disputes arising under this Renewal through negotiation and, if necessary, non-binding mediation prior to initiating any litigation.

Entire Agreement; Amendment

This Renewal, together with the Original Agreement as amended hereby, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations, whether written or oral. Any amendment or modification to this Renewal must be in writing and signed by authorized representatives of both parties.

Survival and Severability

The provisions of this Renewal that by their nature should survive termination or expiration of this Renewal shall so survive, including without limitation obligations of confidentiality, payment obligations with respect to services rendered prior to termination, and indemnities. If any provision of this Renewal is held invalid or unenforceable, the remainder of this Renewal shall remain in full force and effect.

Execution

This Renewal may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. Facsimile or electronic signatures shall be deemed original signatures for all purposes.

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