Financial IT Services Renewal

FINANCIAL IT SERVICES RENEWAL

Parties

Service Provider:

Client Name:

Recitals and Effective Date

This Financial IT Services Renewal Agreement ("Renewal") is entered into by and between the Service Provider named above and the Client named above. The effective date of this Renewal is .

Renewal Term

Renewal Start Date:    Renewal End Date:

By checking this box, the parties agree that this Agreement shall automatically renew for successive terms of the length indicated above unless either party provides written notice of non-renewal at least thirty (30) days prior to the then-current term expiration.

Services and Scope

The Service Provider will provide and the Client will receive the financial IT services described below. Any material change in scope shall be governed by the change order procedure set forth in this Renewal.

Fees — Itemized Charges

The Client agrees to pay the Service Provider the fees set forth below in consideration for the services rendered during the Renewal Term.

Payment Terms & Invoicing

Invoices will be issued in accordance with the billing cadence selected below. Payment is due within days of invoice date unless otherwise agreed in writing. All amounts are payable in U.S. dollars.

ACH / Direct Debit    Wire Transfer    Credit Card    Check

Late payments shall incur a late fee equal to % per month on the outstanding balance, or the maximum allowed by law, whichever is less. The Client shall also be responsible for reasonable collection costs, including attorneys' fees.

Adjustments, Change Orders and Rate Revisions

Any change to the scope, deliverables, or fees must be made by a written change order signed by authorized representatives of both parties. The Service Provider may propose reasonable rate adjustments upon thirty (30) days' written notice to the Client; such adjustments will apply prospectively only and shall not affect amounts already invoiced.

Taxes

All fees are exclusive of taxes. The Client is responsible for payment of all sales, use, value added, and other taxes assessed in connection with the services, excluding taxes based on the Service Provider's net income. If the Service Provider is required to collect taxes, such amounts will be shown on the invoice and remitted by the Client.

Termination and Default

Either party may terminate this Renewal for material breach by the other party if the breach remains uncured thirty (30) days after written notice. Upon termination for cause by the Service Provider, unpaid fees for services rendered through the effective date of termination become immediately due. Upon termination for convenience by the Client, the Client remains liable for all fees accrued and any non-cancellable commitments incurred by the Service Provider in reliance on this Renewal.

Confidentiality

Each party shall maintain the confidentiality of the other party's confidential information and shall not use such information except as necessary to perform its obligations under this Renewal. Confidential information does not include information that is or becomes publicly known through no fault of the receiving party or that is rightfully received from a third party without restriction.

The parties acknowledge that confidentiality obligations described herein remain in effect beyond termination of this Renewal as provided in any underlying Master Agreement.

Warranties; Limitation of Liability

The Service Provider warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS RENEWAL, THE SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS RENEWAL EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY THE CLIENT TO THE SERVICE PROVIDER DURING THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Notices

Governing Law; Entire Agreement

This Renewal shall be governed by and construed in accordance with the internal laws of the chosen jurisdiction. This Renewal, together with any incorporated documents, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior or contemporaneous agreements, understandings, and representations.

Additional Terms

Approvals & Execution

The undersigned represent and warrant that they are authorized to execute this Renewal on behalf of the party for which they sign, and that by signing below the party agrees to be bound by the terms of this Renewal.

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