Contract Renewal Agreement

Contract Renewal Agreement

This Contract Renewal Agreement ("Agreement") is made and entered into as of Effective Date: by and between Party A Name: (Entity Type: Individual Corporation LLC Other ) and Party B Name: (Entity Type: Individual Corporation LLC Other ).

Recitals

WHEREAS, Party A and Party B entered into a written agreement titled "Original Agreement" dated (the "Original Agreement");

WHEREAS, the parties now desire to renew and, where expressly set forth herein, amend certain terms of the Original Agreement on the terms and conditions set forth in this Agreement;

WHEREAS, the parties intend that this Agreement operate to extend the term of the Original Agreement and to modify specified provisions without affecting all remaining terms except as expressly provided herein.

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

1. Renewal

Subject to the terms and conditions of this Agreement, the term of the Original Agreement is hereby renewed. The Renewal Term shall commence on and shall expire on , unless earlier terminated pursuant to the Original Agreement or this Agreement.

The Renewal Term shall be for a period of .

2. Consideration

As consideration for the renewal and the covenants contained herein, Party B shall pay to Party A the sum of $ , payable in accordance with the payment schedule of the Original Agreement except as expressly modified by this Agreement. All late payments shall be subject to the late fee and interest provisions of the Original Agreement.

3. Modifications to Existing Terms

The Original Agreement is amended in the following respects. Except as expressly modified below, all other terms and conditions of the Original Agreement remain in full force and effect.

4. Representations and Warranties

Each party represents and warrants to the other that: (a) it has full corporate or legal power and authority to enter into this Agreement and to perform its obligations hereunder; (b) the execution, delivery and performance of this Agreement have been duly authorized by all necessary action; and (c) neither the execution nor the performance of this Agreement will violate any contractual obligation or law applicable to that party.

5. Confidentiality

All confidentiality, non-disclosure and proprietary rights provisions in the Original Agreement shall survive and continue to apply during the Renewal Term, except as expressly modified in writing signed by both parties.

6. Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against any and all liabilities, claims, damages, losses and expenses (including reasonable attorneys' fees) arising out of or resulting from that party's breach of this Agreement or from that party's negligent or willful acts or omissions in connection with performance under this Agreement.

7. Limitation of Liability

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality or indemnification obligations, neither party shall be liable to the other for consequential, incidental, indirect, punitive or special damages, and each party's aggregate liability shall be limited to amounts actually paid under the Original Agreement and this Agreement during the twelve (12) months preceding the claim.

8. Notices

Any notice required or permitted to be given under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), courier, or other nationally recognized overnight delivery service, or by electronic mail when followed by written confirmation by one of the foregoing methods.

9. Amendments

This Agreement may be amended or modified only by a written instrument executed by authorized representatives of both parties. No course of dealing or failure to enforce any right shall operate as a waiver of any right under this Agreement.

10. Waiver

The waiver by either party of a breach or default of any provision of this Agreement shall not constitute a waiver of any subsequent breach or default of the same or any other provision.

11. 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 law principles.

12. Entire Agreement

This Agreement, together with the Original Agreement as amended hereby, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, oral or written, relating to such subject matter.

13. Severability

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect and such invalid or unenforceable provision shall be replaced by a valid and enforceable provision that most closely reflects the parties' original intent.

14. Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic facsimile or other electronic means shall be deemed to be original signatures for all purposes.

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