Client Loyalty Program Renewal

Client Loyalty Program Renewal

Client Name:    Program Provider Name:

Program Name:    Program ID:

RECITALS

WHEREAS, Client and Program Provider previously entered into a Client Loyalty Program Agreement governing rewards, benefits, and administration of the Program identified above, the prior term of which expired on / / ;

WHEREAS, the parties desire to renew and amend certain terms of the Program on the terms set forth in this Renewal Agreement in order to continue customer benefits and administrate program operations consistent with applicable law and the parties' business practices;

WHEREAS, the parties agree that the renewed term and updated provisions set forth herein shall govern the relationship between the parties for the period specified below unless earlier terminated in accordance with this Renewal Agreement.

SCOPE OF WORK

The Program Provider will continue to administer and operate the Client Loyalty Program for the Client in accordance with the material terms set forth in the original Program Agreement and as modified by this Renewal Agreement. Specific duties include program enrollment, points accrual, benefit fulfillment, customer support, reporting, and compliance with applicable privacy and consumer protection obligations. Details of services to be provided during the renewal term are described below.

PAYMENT TERMS

In consideration for the Program Provider's performance, Client shall pay the fees set forth below in accordance with this Payment Terms section. All amounts are stated in U.S. dollars unless otherwise indicated.

All fees are due in accordance with the billing schedule above. Client agrees to pay undisputed invoices within the specified payment period. Disputed amounts must be notified in writing within 15 days of invoice receipt and the parties will work in good faith to resolve disputes without delay. Late fees as set forth above shall accrue on any undisputed past-due balance.

TERM AND TERMINATION

This Renewal Agreement shall commence on the Effective Date below and shall continue for the Renewal Term unless earlier terminated in accordance with this section.

Effective Date: / /

Expiration Date: / /

Either party may terminate this Renewal Agreement for material breach by the other party if such breach is not cured within thirty (30) days after written notice specifying the nature of the breach. Termination for insolvency, bankruptcy, or unlawful conduct may be immediate. Termination shall not relieve Client of its obligation to pay for services performed and costs incurred through the effective date of termination.

CONFIDENTIALITY

Each party (the "Recipient") shall keep confidential all non-public information disclosed by the other party (the "Discloser") in connection with the Program ("Confidential Information"). Confidential Information does not include information that: (a) is or becomes generally known to the public through no fault of Recipient; (b) was rightfully known to Recipient prior to disclosure; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by Recipient without use of Discloser's Confidential Information.

Recipient shall (i) not disclose Confidential Information to any third party except to employees, contractors, or agents with a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (ii) use Confidential Information solely for the performance of obligations under this Renewal Agreement. The obligations of confidentiality shall survive termination or expiration of this Renewal Agreement for a period of unless a longer statutory period applies.

NOTICES

All notices required or permitted under this Renewal Agreement shall be in writing and delivered to the contacts below by hand, nationally recognized overnight courier, certified mail (return receipt requested), or email where delivery receipt is obtained. Notices are effective upon receipt.

GOVERNING LAW; DISPUTE RESOLUTION

This Renewal Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties agree to attempt in good faith to resolve disputes by negotiation between senior representatives; if unresolved within 30 days, disputes shall be resolved by binding arbitration in the county or judicial district agreed by the parties, or if none, the county in the governing law state.

ENTIRE AGREEMENT; AMENDMENT

This Renewal Agreement, together with the original Program Agreement and any 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, understandings, and communications, whether written or oral. Any amendment or modification of this Renewal Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign its rights or delegate its obligations under this Renewal Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all assets. If any provision of this Renewal Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Client hereby acknowledges that by signing below the Program will be renewed on the terms set forth in this document and any applicable program materials incorporated herein.

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