Document Renewal Template

DOCUMENT RENEWAL TEMPLATE

This Document Renewal Agreement (the Agreement) is entered into as of by and between:

Client Name:

Service Provider Name:

WHEREAS

WHEREAS, the parties previously entered into a written agreement entitled: dated (the Original Agreement);

WHEREAS, the parties now desire to renew, extend, and modify the Original Agreement in accordance with the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

SCOPE OF WORK

The Service Provider shall perform the services and deliverables described below during the renewed term. The parties acknowledge that the Scope of Work supplements and amends the Original Agreement only to the extent expressly provided herein.

PAYMENT TERMS

Compensation due under this renewal shall be paid as set forth below. All payments are subject to acceptance of services and any mutually agreed deliverables.

All sums are payable in lawful currency. Invoices shall be delivered to the party billing address set forth in the Original Agreement unless otherwise specified in writing. Each party is responsible for its own taxes unless otherwise required by law.

TERM AND TERMINATION

Renewal Commencement Date:    Renewal Expiration Date:

Either party may terminate this renewal upon written notice to the other party if the other party materially breaches any obligation under this Agreement and such breach remains uncured thirty (30) days after receipt of written notice specifying the breach; provided, however, that payment obligations accrued prior to termination shall survive termination.

Automatic Renewal: Enable automatic renewal for successive terms    If enabled, each renewal term will be for unless either party provides written notice as required above.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential. Each recipient shall: (a) keep confidential all Confidential Information of the disclosing party; (b) not disclose such Confidential Information to any third party except as permitted herein; and (c) use the Confidential Information solely to perform its obligations under this Agreement. The foregoing obligations shall not apply to information that: (i) is or becomes generally available to the public other than by a breach of this Agreement; (ii) was known to the recipient prior to disclosure; (iii) is received from a third party without breach of an obligation of confidentiality; or (iv) is independently developed by the recipient without use of the disclosing party’s Confidential Information.

Upon termination or expiration of this Agreement, each recipient shall promptly return or destroy all Confidential Information of the disclosing party and certify in writing the return or destruction upon request.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of laws principles. The parties agree that any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located within that state unless the parties agree in writing to another forum.

MISCELLANEOUS

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

Amendment; Waiver: No amendment of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. No failure or delay by either party in exercising any right shall constitute a waiver of that right.

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets.

EXECUTION

The persons signing below represent and warrant that they are duly authorized to execute this Agreement on behalf of the party for which they sign.

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