Business Renewal Update

BUSINESS RENEWAL UPDATE

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

RECITALS

WHEREAS, the Business and the Service Provider are parties to an existing written agreement dated (the "Original Agreement");

WHEREAS, the parties desire to renew, amend, and update certain provisions of the Original Agreement with respect to the scope, payment, and term as set forth in this Update; and

WHEREAS, the parties intend this Update to operate as an amendment to the Original Agreement and not as a novation except where expressly provided herein.

SCOPE OF WORK

PAYMENT TERMS

Total Renewal Amount payable under this Update: $

Late payment shall incur a late fee equal to per month on any overdue balance, and/or a flat administrative charge of $ , at the election of the Service Provider.

TERM AND TERMINATION

The term of this Update begins on and ends on , unless earlier terminated in accordance with this Update or the Original Agreement.

Either party may terminate this Update for material breach of the obligations hereunder if the breaching party fails to cure such breach within the notice period set forth above following written notice. Termination does not relieve either party of liabilities accruing 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 nonpublic business, financial, technical, or operational information disclosed by one party to the other, whether disclosed orally, visually or in writing. Each receiving party shall (i) use Confidential Information only for the purposes of performing under this Update; (ii) limit disclosure to employees or contractors with a need to know; and (iii) exercise reasonable care, but in no event less than reasonable care, to protect such Confidential Information. Confidential Information does not include information that is or becomes public through no breach of this Update, independently developed without use of disclosed information, or rightfully received from a third party without restriction.

GOVERNING LAW

This Update shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to its conflict of laws principles.

ENTIRE AGREEMENT

Except as expressly modified herein, the Original Agreement remains in full force and effect. This Update, together with the Original Agreement and any prior written amendments expressly incorporated herein, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment to this Update must be in writing and signed by both parties.

MISCELLANEOUS PROVISIONS

Representations and warranties made in the Original Agreement are reaffirmed and shall survive the execution of this Update to the extent applicable. If any provision of this Update is held invalid or unenforceable, the remainder of this Update shall remain in full force and effect. No waiver by either party of any breach shall constitute a waiver of any subsequent breach.

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