Legal Final Renewal Agreement

LEGAL FINAL RENEWAL AGREEMENT

This Legal Final Renewal Agreement (the Agreement) is made and entered into as of Effective Date: by and between Party A Name: (hereinafter "Party A") and Party B Name: (hereinafter "Party B"). Party A and Party B are each referred to herein as a Party and collectively as the Parties.

RECITALS

WHEREAS, the Parties previously entered into a written agreement titled Original Agreement Title: dated Original Agreement Date: (the Original Agreement); and

WHEREAS, the Parties desire to finally renew and amend certain terms of the Original Agreement in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties intend that this Agreement constitutes the final, binding renewal and replacement of the renewal terms described in the Original Agreement to the extent expressly stated herein.

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

1. DEFINITIONS

For purposes of this Agreement, capitalized terms not otherwise defined have the meanings set forth in the Original Agreement. The following additional definitions apply:

"Renewal Term" means the period commencing on Renewal Effective Date: and ending on Renewal Termination Date: unless earlier terminated in accordance with this Agreement.

2. RENEWAL; TERM

2.1 Renewal. Subject to the terms and conditions of this Agreement, the Original Agreement is renewed and extended for the Renewal Term. All covenants, obligations and duties of the Parties under the Original Agreement shall continue in full force and effect during the Renewal Term except as expressly modified herein.

2.2 Automatic Renewal. The Parties select: Automatic renewal permitted No automatic renewal. If automatic renewal is selected, the Renewal Term will automatically extend for successive periods of Renewal Period Months: unless either Party delivers written notice of non-renewal at least Notice Period Days: days prior to expiration.

3. CONSIDERATION; PAYMENTS

3.1 Consideration. In consideration for the renewal and the Parties' mutual covenants, Party B shall pay to Party A Renewal Consideration Amount: $ payable in accordance with the payment schedule set forth below.

3.2 Payment Terms. Unless otherwise agreed in writing, payments are due on Payment Due Date: . Late payments incur interest at the lesser of 1.5% per month or the maximum rate permitted by law.

4. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other that: (a) it has full corporate or legal capacity and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) the execution, delivery and performance of this Agreement has been duly authorized by all necessary action; and (c) this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms.

5. COVENANTS

During the Renewal Term each Party shall (i) perform all obligations accruing during the Renewal Term, (ii) comply with applicable laws and regulations in the performance of this Agreement, and (iii) promptly deliver any documentation reasonably requested by the other Party to evidence compliance.

6. DEFAULT AND REMEDIES

6.1 Events of Default. An Event of Default occurs if a Party (a) fails to make any payment when due and such failure continues for Cure Period Days: days after written notice; (b) materially breaches any other material obligation under this Agreement and fails to cure within Cure Period Days: days after receipt of written notice; or (c) becomes insolvent.

6.2 Remedies. Upon occurrence of an uncured Event of Default, the non-defaulting Party may pursue all remedies available at law or in equity, including specific performance, damages, termination of this Agreement, and recovery of costs and reasonable attorneys' fees incurred in enforcing its rights.

7. TERMINATION

This Agreement may be terminated prior to the expiration of the Renewal Term by mutual written agreement of the Parties or by the non-defaulting Party upon the occurrence of an uncured Event of Default as provided herein. Termination shall not limit other remedies available to the terminating Party.

8. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the Parties at the following addresses (or to such other address as a Party may specify in writing):

9. AMENDMENTS; WAIVER

9.1 Amendments. No modification, amendment or waiver of any provision of this Agreement will be effective unless in writing and signed by authorized representatives of both Parties.

9.2 Waiver. No waiver by a Party of any breach or default shall be deemed a waiver of any subsequent breach or default. The failure of a Party to exercise any right shall not operate as a waiver of such right.

10. ASSIGNMENT

Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld, except that a Party may assign this Agreement in connection with a merger, sale of substantially all of its assets, or other change of control.

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 dispute arising out of this Agreement.

12. ENTIRE AGREEMENT; SEVERABILITY

12.1 Entire Agreement. This Agreement, together with the Original Agreement as expressly modified herein and any exhibits or schedules attached hereto, 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.

12.2 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions will remain in full force and effect and the Parties shall negotiate in good faith to substitute for the invalid provision a valid and enforceable provision that most nearly effects the Parties' original intent.

13. COUNTERPARTS; ELECTRONIC SIGNATURES

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, including scanned or faxed copies and electronic signature platforms, are binding and have the same legal effect as original signatures.

14. ADDITIONAL PROVISIONS

The Parties acknowledge and agree that the terms set forth herein represent a final agreement regarding the renewal of the Original Agreement and shall control in the event of any inconsistency with prior communications between the Parties.

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