Legal Annual Renewal Agreement

LEGAL ANNUAL RENEWAL AGREEMENT

This Annual Renewal Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Party A: with principal place of business at and Party B: with principal place of business at .

RECITALS

WHEREAS, the parties entered into a prior agreement identified as Original Agreement Title/Ref: dated (the "Original Agreement");

WHEREAS, the parties desire to renew and continue the rights and obligations under the Original Agreement on the terms and conditions set forth herein; and

WHEREAS, the parties intend that this Agreement governs the annual renewal mechanism, fees, notices, and termination rights between them.

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

1. DEFINITIONS

1.1 Definitions. In this Agreement, unless the context otherwise requires, the following terms have the following meanings:

"Effective Date" means the date set forth above. "Renewal Term" means the period described in Section 2. "Renewal Fee" means the amount payable under Section 3. Capitalized terms used but not defined herein have the meanings given to them in the Original Agreement.

2. TERM AND RENEWAL

2.1 Renewal Term. Subject to the terms and conditions of this Agreement, the Original Agreement shall be extended for successive renewal periods of months each (each, a "Renewal Term"), commencing on the day after the then-current term expires.

2.2 Automatic Renewal. The parties elect automatic renewal: Yes    If unchecked, renewal shall occur only by mutual written agreement executed no less than the Notice Period prior to expiration as set out in Section 2.3.

2.3 Renewal Notice. Either party may elect not to renew by delivering written notice of non-renewal to the other party at least days prior to the expiration of the then-current term.

3. FEES AND PAYMENT

3.1 Renewal Fee. As consideration for each Renewal Term, Party B shall pay to Party A a Renewal Fee in the amount of USD, payable in accordance with the payment schedule below.

3.2 Payment Terms. Renewal Fee shall be invoiced not less than days prior to the start of the Renewal Term and shall be due and payable within days of invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

4. TAXES AND WITHHOLDINGS

Unless otherwise expressly stated, all fees are exclusive of applicable taxes, duties and governmental charges. Each party is responsible for its own taxes and for any withholding required by applicable law, except that the payer shall additionally pay any taxes it is legally required to collect from the recipient.

5. REPRESENTATIONS, WARRANTIES AND COVENANTS

Each party represents and warrants that it has the corporate power and authority to enter into this Agreement and to perform its obligations hereunder. Each party covenants that the execution and performance of this Agreement will not violate any other agreement to which it is a party.

6. CONFIDENTIALITY

All confidential information exchanged in connection with this Agreement shall be retained in confidence and used only for the purposes of performance hereunder. The receiving party shall take reasonable measures to protect confidential information from unauthorized disclosure and shall be liable for any unauthorized disclosures attributable to its negligence.

7. TERMINATION

Either party may terminate this Agreement for cause upon written notice to the other party if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice describing the breach. Termination shall not relieve either party of obligations accrued prior to termination.

8. EFFECT OF TERMINATION

Upon termination or non-renewal, each party shall return or destroy the confidential information of the other party. All accrued but unpaid obligations shall survive termination. Termination for any reason shall be without prejudice to any other rights or remedies available at law or in equity.

9. NOTICES

Notices to Party A:

Notices to Party B:

All notices required or permitted by this Agreement shall be in writing and deemed delivered when delivered in person, by nationally recognized overnight courier, or three (3) days after deposit in the United States mail, postage prepaid, certified or registered, return receipt requested.

10. AMENDMENT; WAIVER

No amendment or modification 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 operate as a waiver of that right.

11. GOVERNING LAW; JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any action arising under this Agreement.

12. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with the Original Agreement as expressly amended herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations and understandings. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

13. COUNTERPARTS

This Agreement 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. Facsimile or electronic signatures shall have the same force and effect as original signatures.

14. SPECIAL TERMS

The parties acknowledge that they have read and understand this Agreement and that each party executing this Agreement represents that it is authorized to do so on behalf of the party for whom it signs.

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