Legal Company Renewal Agreement

LEGAL COMPANY RENEWAL AGREEMENT

This Legal Company Renewal Agreement (the Agreement) is entered into as of Effective Date: by and between Company A Name: , a LLC Corporation Other, with its principal place of business at , represented by Authorized Representative: (Title: ) ; and Company B Name: , a LLC Corporation Other, with its principal place of business at , represented by Authorized Representative: (Title: ).

RECITALS

WHEREAS, the parties previously entered into a written agreement governing the formation, management and/or operation of a company or joint venture identified as the Original Agreement dated (the Original Agreement); and

WHEREAS, the parties wish to renew the term, extend certain obligations, and confirm continuing governance, contributions and performance under the Original Agreement on the terms and conditions set forth herein; and

WHEREAS, the parties intend by this Agreement to amend and restate certain provisions of the Original Agreement solely to the extent expressly provided in this Agreement and otherwise to preserve the Original Agreement in full force and effect.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 Definitions. For purposes of this Agreement, the following terms have the meanings set forth below. "Renewal Term" means the period commencing on the Effective Date set forth above and continuing for unless earlier terminated in accordance with this Agreement. "Original Agreement" means the agreement identified in the Recitals.

2. RENEWAL AND TERM

2.1 Renewal. The parties hereby agree that the Original Agreement is renewed for the Renewal Term on the terms and conditions set forth in this Agreement. To the extent of any conflict between this Agreement and the Original Agreement, the terms of this Agreement shall control.

2.2 Effective Date. The renewal under this Agreement shall be effective as of the Effective Date specified in the opening paragraph. Unless otherwise terminated in accordance with Section 5, the Renewal Term shall continue automatically for any additional period as expressly provided in the Original Agreement.

3. CONSIDERATION; PAYMENT

3.1 Consideration. In consideration for the renewal and the obligations assumed by each party herein, party owing payment shall pay to the other party the amount and according to the schedule set forth below.

4. REPRESENTATIONS AND WARRANTIES

4.1 Each party represents and warrants to the other that: (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (b) it has the full corporate or other power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and (c) the execution and performance of this Agreement will not violate any material agreement, law or order applicable to it.

4.2 Mutual Warranty. Each party further warrants that there are no outstanding orders, judgments or pending litigation that would reasonably be expected to prevent the performance of its duties under this Agreement.

5. TERMINATION

5.1 Termination for Cause. Either party may terminate this Agreement upon written notice to the other party if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

5.2 Effect of Termination. Upon termination, the parties shall promptly settle all outstanding obligations incurred through the effective date of termination. Termination shall be without prejudice to any remedies available at law or in equity.

6. COVENANTS; OPERATION

6.1 Continued Covenants. Each party covenants to continue to perform its obligations under the Original Agreement to the extent those obligations are expressly renewed or confirmed by this Agreement, including but not limited to capitalization, management duties and reporting obligations.

6.2 No Novation. Except as expressly provided herein, this Agreement does not novate or discharge the Original Agreement and all terms of the Original Agreement remain in full force and effect subject to the amendments and renewals set forth in this Agreement.

7. CONFIDENTIALITY

7.1 Confidential Information. Each party agrees to maintain in confidence all non-public information received from the other party in connection with the Original Agreement or this Agreement and to use such information only for the purposes contemplated hereby. Confidential information shall not include information that is or becomes publicly available through no fault of the receiving party.

7.2 Remedies. The parties acknowledge that a breach of this Section 7 may cause irreparable harm for which monetary damages may be an inadequate remedy and that the injured party shall be entitled to seek injunctive relief in addition to any other remedies.

8. NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses below by certified mail, nationally recognized overnight courier, or hand delivery and shall be deemed given upon receipt.

9. AMENDMENT; WAIVER

9.1 Amendment. No amendment or modification of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties.

9.2 Waiver. No failure or delay by either party in exercising any right shall operate as a waiver of that right, and no single or partial exercise of a right shall preclude the further exercise of that right or any other right.

10. GOVERNING LAW; DISPUTE RESOLUTION

10.1 Governing Law. 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.

10.2 Dispute Resolution. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If the dispute cannot be resolved by negotiation within forty-five (45) days, the parties may pursue any available remedies at law or in equity.

11. MISCELLANEOUS

11.1 Entire Agreement. This Agreement, together with the Original Agreement to the extent expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations, whether written or oral.

11.2 Severability. If any provision of this Agreement is held invalid or unenforceable in any respect, the remainder of this Agreement shall remain in full force and effect and such provision shall be reformed only to the extent necessary to make it enforceable.

11.3 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. Signatures delivered by electronic means shall be deemed binding.

EXECUTION

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date first written above.

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