Business Renewal Terms

Business Renewal Terms

This Business Renewal Terms Agreement ("Agreement") is made effective as of Effective Date: by and between Company Name: and Service Provider Name: .

WHEREAS

WHEREAS, Company Name and Service Provider Name are parties to a prior agreement for the provision of certain goods and/or services (the "Original Agreement"); and

WHEREAS, the parties desire to renew and set forth the terms, conditions and compensation applicable to the renewal period and to clarify certain responsibilities during such renewal; and

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

Scope of Work

Payment Terms

Total Renewal Fee: $

Late Payment Fee: If any payment is not received within days after the due date, interest will accrue at , and a late fee of $ may be assessed. Parties agree that such fees constitute liquidated damages and not a penalty.

Payment Method:

Term and Termination

Renewal Term Commences on: and terminates on: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective termination date. Termination for cause may be effected immediately upon written notice if the breaching party fails to cure a material breach within days after receipt of written notice specifying the breach.

Renewal Option

Automatic Renewal: If checked, this Agreement shall automatically renew for an additional term equal to the original renewal term unless either party delivers written notice of non-renewal at least days prior to the then-current term expiration.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party to the other, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure.

Obligations: Each party shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely for the performance of this Agreement, and (c) restrict disclosure to its employees, agents and subcontractors who have a legitimate need to know and are bound by confidentiality obligations no less restrictive than those herein. A receiving party shall exercise the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Exclusions: Confidential Information does not include information that: (i) is or becomes generally known through no fault of the receiving party; (ii) is rightfully received from a third party without breach of an obligation of confidentiality; (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, provided the receiving party gives prompt notice to the disclosing party and cooperates in any lawful effort to limit disclosure.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising under this Agreement.

Representations and Warranties

Each party represents and warrants that it has full corporate power and authority to enter into this Agreement and to perform its obligations. Service Provider represents that services will be performed in a professional and workmanlike manner in accordance with industry standards.

Limitation of Liability

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, special, incidental or punitive damages, and each party's aggregate liability under this Agreement shall not exceed the total fees paid or payable by Company to Service Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

Notices

Entire Agreement; Amendment

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid and enforceable provision that achieves, to the extent possible, the original intent and economic effect.

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