Contract Renewal Letter

CONTRACT RENEWAL LETTER

This Contract Renewal Letter (the "Renewal") is entered into as of Effective Date: by and between Client Name: with principal address ("Client"), and Contractor Name: with principal address ("Contractor"). This Renewal amends and extends that certain agreement identified below in accordance with the terms set forth herein.

RECITALS

WHEREAS, the parties entered into a written agreement entitled Contract Reference Number: dated (the "Original Agreement");

WHEREAS, the parties desire to renew and extend the term of the Original Agreement under the terms and conditions set forth in this Renewal in order to continue the relationship and avoid disruption of services; and

WHEREAS, the parties intend that this Renewal shall modify only those provisions expressly set forth herein and that all other obligations and rights under the Original Agreement shall remain in full force and effect except as amended by this Renewal.

NOW, THEREFORE

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. RENEWAL TERM

The term of the Original Agreement is hereby renewed for an additional period commencing on Renewal Commencement Date: and expiring on Renewal Expiration Date: unless earlier terminated in accordance with the Original Agreement as amended by this Renewal.

2. SCOPE OF SERVICES AND MODIFICATIONS

Except as expressly modified herein, the scope of services set forth in the Original Agreement shall continue. Any additions, deletions or material modifications to the scope of services during the Renewal Term shall be set forth in a written amendment signed by authorized representatives of both parties. Detailed modifications or new scope to be performed under this Renewal are described below or attached as Exhibit A:

3. COMPENSATION AND PAYMENT

During the Renewal Term, Client shall pay Contractor the fees and charges as follows: Fee Schedule Reference: . Specific rates or amounts are set forth below or in an attached fee exhibit.

Invoices shall be submitted in accordance with the Original Agreement. Payments are due within days of receipt of a proper invoice, unless otherwise agreed in writing.

4. TAXES AND WITHHOLDING

Except as required by applicable law, Client shall not withhold any taxes from payments to Contractor. Each party is responsible for its own tax obligations arising from amounts paid or received under this Renewal.

5. TERMINATION

Except as otherwise provided in this Renewal, the Original Agreement's termination provisions shall govern. In addition, either party may terminate this Renewal for material breach that remains uncured after the notice and cure periods specified in the Original Agreement.

6. CONFIDENTIALITY

All Confidential Information exchanged under the Original Agreement shall continue to be subject to the confidentiality obligations set forth in the Original Agreement for the duration specified therein. The parties reaffirm their obligations and agree that disclosure authorized under the Original Agreement remains authorized.

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power and authority to enter into this Renewal, that execution and delivery of this Renewal have been duly authorized, and that this Renewal constitutes a valid and binding obligation enforceable in accordance with its terms.

8. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Renewal or the Original Agreement, negligence, or wilful misconduct.

9. INSURANCE

Contractor shall maintain in force during the Renewal Term the insurance coverages required by the Original Agreement. Upon request, Contractor shall provide certificates evidencing such insurance to Client.

10. NOTICES

All notices, consents, approvals and other communications required or permitted under this Renewal shall be in writing and delivered to the addresses set forth below (or to such other address as a party may designate by notice). Notices shall be effective upon receipt when delivered by nationally recognized overnight courier or by personal delivery; if sent by certified mail, notices shall be effective three days after mailing.

11. GOVERNING LAW; VENUE

This Renewal shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction and venue of the state and federal courts located in that State for any dispute arising out of or related to this Renewal.

12. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENTS; WAIVER; COUNTERPARTS

This Renewal, together with the Original Agreement and any exhibits or schedules expressly incorporated herein, 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. If any provision of this Renewal is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. No amendment or modification to this Renewal shall be effective unless in writing and signed by both parties. The failure of either party to enforce any right shall not constitute a waiver of that right. This Renewal 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.

ACKNOWLEDGMENT

Each party acknowledges that it has read this Renewal, understands it, and agrees to be bound by its terms. Each person signing below represents and warrants that he or she is duly authorized to execute this Renewal on behalf of the party for whom he or she signs.

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