Business Services Cisco Renewal

Business Services Cisco Renewal

This Renewal Agreement (the "Agreement") is made effective as of by and between:

WHEREAS

WHEREAS, Provider has been providing Cisco-related hardware, software maintenance, licensing and support services to Client pursuant to an existing service agreement and related service orders identified by Renewal Reference Number: ; and

WHEREAS, the parties desire to renew and extend the scope of services, support entitlements and maintenance for the Cisco products and services listed in the applicable service order(s) for the renewal term set forth herein under the terms and conditions of this Agreement.

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

1. Scope of Work

The services to be provided shall include, without limitation: software maintenance, firmware updates, access to vendor support, license renewals, subscription activations, and remote or on-site technical assistance as required for the Cisco systems identified by Product/Serial/License IDs listed here:

2. Payment Terms

Total Renewal Fee: $ payable in accordance with the schedule below. All amounts are payable in U.S. dollars unless otherwise agreed in writing.

Invoicing: Provider will issue an invoice to Client at the billing address above or to the billing contact identified as: . Payment is due within days of invoice date.

Late Payment: Unpaid amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus a late fee of $ for each late invoice.

3. Term and Termination

Term Commencement Date: . Renewal Term End Date: .

Renewal Option: Unless either party gives notice of non-renewal at least days prior to the then-current term expiration, this Agreement shall automatically renew for successive terms of months on the same terms, subject to adjustment in fees upon mutual written agreement.

Termination for Cause: Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days after written notice specifying the breach.

4. Confidentiality

Each party agrees that Confidential Information disclosed by the other party shall be held in confidence and used only for performance of this Agreement. Confidential Information shall not include information that is or becomes publicly available other than through breach of this Agreement, was known prior to disclosure, or is independently developed. The obligations of confidentiality shall survive termination for a period of years following termination.

5. Representations and Warranty

Provider represents that it will perform services in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

6. Limitation of Liability

Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability under this Agreement shall not exceed the total fees paid or due under this Agreement in the twelve (12) months preceding the claim.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles.

8. Entire Agreement

This Agreement, together with any attached service orders and exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any modification must be in writing and executed by authorized representatives of both parties.

9. Miscellaneous Provisions

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all assets, provided the assignee assumes the assigning party's obligations.

Notices: All notices required under this Agreement shall be in writing and delivered to the addresses set forth in this Agreement or to such other addresses as a party may designate by written notice.

Acknowledgment

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

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