Client Renewal Service Agreement

CLIENT RENEWAL SERVICE AGREEMENT

This Client Renewal Service Agreement ("Agreement") is entered into as of (Effective Date), by and between (Service Provider) and (Client).

WHEREAS

WHEREAS, Client and Service Provider are parties to an existing services arrangement for ongoing support and maintenance of the Client's systems and wish to renew and restate certain service terms for a subsequent renewal term;

WHEREAS, Service Provider has represented that it possesses the experience, personnel, and capability to provide such services and Client desires to engage Service Provider to perform the renewal services described herein under the terms and conditions set forth below;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows.

1. Scope of Work

Service Provider shall perform the renewal services described above in a professional and workmanlike manner consistent with industry standards. Any changes to the scope must be agreed in writing by authorized representatives of both parties and will be documented as an amendment to this Agreement.

2. Payment Terms

Invoices will be issued in accordance with the payment schedule above. Payments are due within days of invoice date unless otherwise agreed in writing. Late payments shall incur interest at per month or the maximum rate permitted by applicable law, whichever is less. Client shall also be responsible for reasonable collection costs, including attorneys' fees and court costs, for amounts not paid when due.

3. Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed through the effective date of termination.

4. Confidentiality

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" means information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party shall: (a) hold Confidential Information in strict confidence; (b) not use Confidential Information except to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less protective than those in this Agreement. Confidential Information shall not include information that: (i) is or becomes publicly available through no wrongful act of the receiving party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law or judicial order, provided that the receiving party gives prompt notice and cooperates in any effort to limit such disclosure.

5. Representations and Warranties

Each party represents and warrants that it has the full corporate or organizational power and authority to enter into and perform this Agreement and that performance will not violate any other agreement or legal obligation. Service Provider warrants that services will be performed in a professional manner in accordance with generally accepted industry standards.

6. Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's gross negligence or willful misconduct. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

7. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by certified mail, overnight courier, or hand delivery.

8. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law rules.

9. Entire Agreement

This Agreement, together with any amendments and written attachments executed by both parties, 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 written or oral. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

10. Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a change of control. The parties agree to execute such further documents as may be reasonably necessary to carry out the provisions of this Agreement.

By signing below, each signatory warrants that they are authorized to bind their respective party to this Agreement.

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