Contract Renewal Amendment

CONTRACT RENEWAL AMENDMENT

This Contract Renewal Amendment (the Amendment) is made and entered into as of Effective Date: , by and between First Party Name: with principal place of business at ("First Party"), and Second Party Name: with principal place of business at ("Second Party").

Recitals

WHEREAS, the parties entered into an agreement entitled (the Original Agreement) dated , ;

WHEREAS, the parties wish to renew and amend the Original Agreement on the terms set forth herein to continue the parties' obligations and to modify the term and consideration as expressly provided below; and

WHEREAS, the parties desire that the terms of the Original Agreement remain in full force and effect except as expressly modified by this Amendment.

Now, Therefore

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

1. Amendment to Agreement

1.1 The Original Agreement is hereby amended solely to the extent expressly set forth in this Amendment. Except as expressly amended by this Amendment, all terms, covenants and conditions of the Original Agreement remain in full force and effect and are hereby ratified and confirmed.

2. Renewal Term

2.1 The term of the Original Agreement is extended for a Renewal Term of commencing on , and terminating on , unless earlier terminated in accordance with the Original Agreement.

3. Consideration and Payment

3.1 As full and final consideration for the Renewal Term, Second Party shall pay First Party the amount of in accordance with the payment schedule set forth below.

3.2 Payment Terms: Payment shall be due within days of invoice unless otherwise agreed in writing. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

4. Auto-Renewal

4.1 Auto-Renewal Election: The parties hereby elect: Automatic renewal for successive terms of equal duration. No automatic renewal; renewal requires mutual written agreement.

4.2 Either party may terminate the renewal by providing written notice at least days prior to the expiration of the then-current term if no automatic renewal is selected.

5. Representations and Warranties

5.1 Each party represents and warrants to the other that: (a) it has full power and authority to execute and deliver this Amendment and to perform its obligations hereunder; (b) this Amendment constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms; and (c) the execution and performance of this Amendment will not result in any breach of any material agreement or obligation to which it is a party.

6. Covenants and Performance

6.1 Each party agrees to perform its obligations under the Original Agreement and this Amendment in good faith and in a commercially reasonable manner. Any schedule, scope of work, or service level attached to the Original Agreement shall continue to apply unless specifically revised by a written amendment signed by both parties.

7. Insurance and Indemnity

7.1 Insurance: Each party shall maintain insurance as required by the Original Agreement. Evidence of insurance shall be furnished upon request. 7.2 Indemnity: Each party shall indemnify, defend and hold harmless the other party from and against any and all claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising from its breach of this Amendment or the Original Agreement, or from its negligent acts or willful misconduct.

8. Notices

Notices to First Party:

Notices to Second Party:

8.1 All notices required or permitted hereunder shall be in writing and shall be deemed sufficient when delivered in person, sent by certified mail, return receipt requested, or sent by nationally recognized overnight courier to the addresses set forth above or to such other address as a party may designate by written notice in accordance with this Section.

9. Governing Law

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

10. Entire Agreement; Severability

10.1 Entire Agreement: This Amendment, together with the Original Agreement, 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, relating to such subject matter.

10.2 Severability: If any provision of this Amendment is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining provisions shall not be affected or impaired thereby.

11. Amendments; Waiver; Counterparts

11.1 No amendment to this Amendment shall be effective unless in writing and signed by both parties. 11.2 Failure or delay by a party to exercise any right shall not constitute a waiver of that right. 11.3 This Amendment may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by facsimile or electronic image shall be binding.

12. Miscellaneous

12.1 Successors and Assigns: This Amendment shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. 12.2 No Third-Party Beneficiaries: Nothing in this Amendment is intended to confer any rights on any person or entity not a party hereto, except as otherwise expressly set forth in the Original Agreement.

Execution

IN WITNESS WHEREOF, the parties have executed this Amendment as of the Effective Date first written above.

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