Geotab Subscription Renewal Form

GEOTAB SUBSCRIPTION RENEWAL FORM

Client Name:    Provider Name:

RECITALS (WHEREAS)

WHEREAS, Client and Provider previously entered into a Subscription Agreement for telematics, fleet management and related software and services effective on (the "Original Agreement"); and

WHEREAS, the parties desire to renew and extend the subscription services under the Original Agreement on the terms and conditions set forth herein; and

WHEREAS, the parties intend for this Renewal to amend and supersede the subscription term identified in the Original Agreement as set forth below.

SCOPE OF WORK

Provider shall continue to provide access to the subscription services, software updates, and standard support for the subscription plan and device fleet described below. Provider will perform services in accordance with its standard operating procedures and industry practice and will exercise commercially reasonable efforts to maintain availability of the services.

SUBSCRIPTION DETAILS

Renewal Term Start Date:    Renewal Term End Date:

  Client elects auto-renewal under the same plan and pricing at the end of the Renewal Term unless Provider provides written notice of price change at least days prior to expiration.

PAYMENT TERMS

Client shall pay the Total Renewal Amount in accordance with the schedule below. All payments are due in US Dollars and are exclusive of taxes unless otherwise stated.

Late Payment Fee: Client agrees that past due amounts shall incur interest at the rate of % per month (or the maximum permitted by law, if lower), calculated monthly from the date due until paid. Provider may suspend services for nonpayment following ten (10) days' written notice.

  Invoice      Credit Card (on file)      ACH / Bank Transfer

TERM AND TERMINATION

The Renewal Term shall commence on the Renewal Term Start Date and expire on the Renewal Term End Date unless earlier terminated in accordance with this section. Either party may terminate this Renewal for cause upon written notice if the other party materially breaches this Renewal and fails to cure such breach within days after receipt of written notice specifying the breach.

Either party may terminate without cause upon days' prior written notice to the other party. Upon termination, Client shall pay all amounts due for services rendered through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party (Discloser) to the other (Recipient) in connection with this Renewal, including technical, commercial, financial and customer data. Recipient shall (i) use Confidential Information solely for performance under this Renewal; (ii) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (iii) not disclose Confidential Information to third parties except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that (a) was known to Recipient without restriction prior to disclosure; (b) is or becomes publicly available through no breach of this Renewal; (c) is rightfully received from a third party without restriction; or (d) is independently developed by Recipient without use of Discloser's Confidential Information. Upon termination or request, Recipient shall return or destroy Discloser's Confidential Information and certify such destruction upon request.

LIMITATION OF LIABILITY

Except for breaches of confidentiality, indemnification obligations, gross negligence or willful misconduct, neither party shall be liable to the other for incidental, special, consequential or punitive damages. Provider's aggregate liability for claims arising out of or relating to this Renewal shall not exceed the total amount paid by Client to Provider under this Renewal during the twelve (12) months preceding the claim.

GOVERNING LAW; DISPUTE RESOLUTION

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 shall attempt in good faith to resolve disputes through negotiation; if unresolved, disputes shall be resolved exclusively in the state or federal courts located within that state.

ENTIRE AGREEMENT; AMENDMENT

This Renewal, together with the Original Agreement and any exhibits or appendices expressly incorporated herein, constitute the entire agreement between the parties with respect to the subject matter and supersede all prior oral or written agreements. Any amendment or modification must be made in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign this Renewal without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. Waiver: No waiver shall be effective unless in writing. Severability: If any provision is held invalid, the remaining provisions shall remain in effect.

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