Business Renewal Change

BUSINESS RENEWAL CHANGE AGREEMENT

This Business Renewal Change Agreement (the "Agreement") is entered into as of Effective Date: by and between the parties identified below.

Parties

Whereas

WHEREAS, the parties previously entered into a written agreement entitled Original Agreement dated: (the "Original Agreement");

WHEREAS, the parties desire to amend the renewal provisions and certain terms of the Original Agreement as set forth in this Agreement to reflect changed commercial terms and to document the renewal change in writing.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

Scope of Work

Renewal Change

The parties agree that the renewal provisions of the Original Agreement are modified as follows: Renewal Term: . Automatic Renewal: (check to enable automatic renewal)

Payment Terms

Term and Termination

Term Start Date: ; Term End Date: .

Either party may terminate this Agreement for cause upon written notice if the other party materially breaches and such breach remains uncured for following receipt of written notice specifying the breach. Termination for convenience by either party requires prior written notice.

Confidentiality

Each party shall maintain in strict confidence all confidential or proprietary information disclosed by the other party in connection with the Original Agreement and this Agreement ("Confidential Information"). Confidential Information shall not be disclosed to any third party except to the extent required by law or to those employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. Confidentiality obligations shall survive termination of this Agreement for .

Representations and Covenants

Each party represents that (a) it has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder; (b) the execution and delivery of this Agreement and the performance of its obligations will not violate any agreement or obligation to which it is bound; and (c) it will perform its duties in a commercially reasonable manner consistent with industry standards.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction and venue of the courts located in that jurisdiction for any dispute arising out of or relating to this Agreement.

Amendment; No Waiver

Except as expressly set forth herein, all terms and conditions of the Original Agreement shall remain in full force and effect. This Agreement constitutes an amendment to the Original Agreement solely as to the matters expressly set forth herein. 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. No failure or delay in exercising any right or remedy shall operate as a waiver.

Entire Agreement

This Agreement, together with the Original Agreement and any written amendments or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

Notices

Notices required or permitted under this Agreement shall be in writing and delivered to the primary contact listed above or to such other address as either party may designate by written notice to the other.

Execution

The individuals signing below represent and warrant that they are authorized to execute this Agreement on behalf of the party for which they sign.

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