Communication Package Renewal

COMMUNICATION PACKAGE RENEWAL AGREEMENT

Parties

Client Name:

Service Provider Name:

Recitals

WHEREAS, Client currently receives communications services under the package identified as (the "Package");

WHEREAS, the parties desire to renew and continue the Package on the terms and conditions set forth in this Renewal Agreement effective as of ;

WHEREAS, Service Provider represents that it will continue to provide the Package services in accordance with the scope and performance standards agreed by the parties.

Scope of Work

The Service Provider shall provide the following services, features and deliverables as part of the renewed Package. All work will be performed consistent with industry standards and the timelines agreed in writing between the parties.

Payment Terms

Client shall pay Service Provider the renewal fee and any recurring charges described below in accordance with the schedule set forth herein. All amounts are payable in United States Dollars unless otherwise agreed in writing.

Past due amounts shall accrue interest at the lesser of the following rates: per month or the maximum rate permitted by applicable law. Minimum late fee: .

Term and Termination

This Renewal Agreement commences on the Start Date and continues through the End Date unless earlier terminated in accordance with this Agreement.

Start Date:    End Date:

Either party may terminate this Agreement without cause by giving written notice to the other party at least days prior to the intended termination date.

Either party may terminate immediately for material breach if the breaching party fails to cure such breach within days after written notice. Termination for cause does not relieve the breaching party of liability for damages or payment obligations incurred prior to termination.

Confidentiality

For the purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes business plans, pricing, technical specifications, and customer data.

Each party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform obligations under this Agreement; and (c) limit disclosure to those employees, contractors or agents with a need to know who are bound by confidentiality obligations at least as protective as those herein. Recipient shall be liable for unauthorized disclosure by its representatives.

Representations, Warranties and Liability

Each party represents that it has the full power and authority to enter into this Agreement and to perform its obligations. Service Provider warrants that services will be performed in a professional and workmanlike manner. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Neither party shall be liable to the other for consequential, incidental, special or punitive damages, except for liability arising from gross negligence, willful misconduct, or breach of confidentiality. Aggregate liability of either party for claims arising out of this Agreement shall not exceed the fees paid by Client to Service Provider under this Renewal during the twelve (12) month period preceding the claim.

Governing Law

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

Entire Agreement

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

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger or sale of substantially all assets.

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