Legal Contract Reactivation

Legal Contract Reactivation

This Contract Reactivation Agreement (the "Agreement") is entered into as of , by and between Client Name: and Service Provider Name: .

Recitals

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

WHEREAS, the Original Agreement was suspended, expired, or otherwise inactive as of the time set forth in the Original Agreement, and the parties now desire to reactivate their contractual relationship on the terms set forth herein; and

WHEREAS, the parties intend that this Agreement shall effectuate reactivation of specified provisions of the Original Agreement and confirm the parties' rights, duties and obligations during the reactivated term.

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

1. Definitions

1.1 "Reactivated Provisions" means those sections of the Original Agreement expressly identified in the Reactivation Scope field below and incorporated into this Agreement by reference.

1.2 Unless otherwise defined herein, capitalized terms used in this Agreement shall have the same meanings ascribed to them in the Original Agreement.

2. Reactivation Scope

2.1 The parties agree to reactivate the following provisions of the Original Agreement. Specify the sections, deliverables, services, or obligations to be reactivated and any limitations or conditions.

3. Effective Date and Term

3.1 The reactivation shall be effective commencing on , (the "Reactivation Effective Date") and shall continue for a period of unless earlier terminated in accordance with this Agreement.

4. Consideration and Payment

4.1 As consideration for reactivation and the parties' mutual covenants, the paying party shall pay the reactivation fee set forth below in accordance with the payment terms specified.

5. Representations and Warranties

5.1 Each party represents and warrants that: (a) it has full corporate or legal authority to enter into this Agreement and to perform its obligations; (b) execution and delivery of this Agreement and performance hereunder do not and will not violate any other agreement to which it is a party; and (c) there are no pending claims or proceedings that would reasonably be expected to prevent performance under this Agreement.

6. Confidentiality

6.1 All confidential information exchanged under the Original Agreement shall remain subject to the confidentiality obligations set forth in the Original Agreement, except as expressly modified by this Agreement. The parties shall continue to exercise at least the same degree of care to protect Confidential Information as required by the Original Agreement.

7. Consistency with Original Agreement

7.1 Except as expressly modified by this Agreement, all terms, covenants, conditions and provisions of the Original Agreement are ratified and confirmed and shall remain in full force and effect. In the event of any conflict between this Agreement and the Original Agreement, the terms of this Agreement shall control only to the extent of such conflict and only with respect to the Reactivated Provisions.

8. Termination

8.1 This Agreement may be terminated prior to the expiration of the Reactivation Term by mutual written agreement of the parties, or by either party upon material breach of this Agreement or the Original Agreement by the other party, if such breach is not cured within days after written notice specifying the breach.

9. Indemnification and Limitation of Liability

9.1 Each party shall indemnify and hold harmless the other party from and against any loss, liability, damage or expense (including reasonable attorneys' fees) arising out of or relating to the indemnifying party's breach of this Agreement or negligent acts or omissions in connection with the Reactivated Provisions.

9.2 Except as otherwise provided in the Original Agreement, neither party shall be liable to the other for consequential, incidental, special or punitive damages except to the extent such damages arise from willful misconduct or gross negligence.

10. Notices

10.1 All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses below by certified mail, overnight courier, or hand delivery, or by email where the party has previously consented to electronic delivery.

11. Amendments; Waiver

11.1 This Agreement may be amended only by a written instrument executed by authorized representatives of both parties. No failure or delay by either party in exercising any right or remedy shall operate as a waiver of that or any other right or remedy.

12. Governing Law

12.1 This Agreement shall be governed by and construed in accordance with the laws of the state specified below, without regard to its conflicts of law principles.

13. Entire Agreement; Severability

13.1 This Agreement, together with the Original Agreement as modified herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings.

13.2 If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be reformed only to the extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.

14. Counterparts and Execution

14.1 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 be deemed original for all purposes.

Acknowledgment

The parties acknowledge that they have read and understand this Agreement, have had the opportunity to obtain independent legal advice, and intend to be legally bound by its terms.

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