Legal Renewal Documents

LEGAL RENEWAL DOCUMENTS

This Renewal Agreement (the "Agreement") is made and entered into as of by and between Client Name: (the "Client") and Counterparty Name: (the "Counterparty"). The Client and the Counterparty are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, the Parties previously entered into an agreement titled dated (the "Original Agreement");

WHEREAS, the Parties desire to renew and, where set forth herein, to amend certain terms of the Original Agreement on the terms and conditions set forth in this Agreement; and

WHEREAS, capitalized terms used but not defined herein shall have the meanings assigned in the Original Agreement unless otherwise defined in this Agreement.

NOW, THEREFORE

In consideration of the mutual covenants and promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

Unless otherwise defined herein, capitalized terms used in this Agreement shall have the meanings ascribed to them in the Original Agreement. For clarity, "Renewal Term" means the period described in Section 2.

2. RENEWAL TERM

2.1 Renewal. Subject to the terms and conditions of this Agreement, the Original Agreement is hereby renewed for a period of months commencing on and ending on (the "Renewal Term"), unless earlier terminated in accordance with Section 7.

2.2 Automatic Renewal. The Renewal Term shall automatically renew for successive periods of months unless either Party delivers written notice of non-renewal at least days prior to the expiration of the then-current Renewal Term.

3. PAYMENT AND FEES

3.1 Renewal Fee. In consideration for the Renewal, the Client shall pay to the Counterparty the sum of USD (the "Renewal Fee") in accordance with the payment terms set forth below.

4. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that: (a) it has full corporate or legal power and authority to enter into and perform its obligations under this Agreement; (b) this Agreement has been duly authorized, executed and delivered and constitutes a valid and binding obligation enforceable against it in accordance with its terms; and (c) the execution and performance of this Agreement will not violate any material agreement or obligation to which it is a party.

5. DEFAULT; REMEDIES

5.1 Event of Default. The occurrence of any material breach of this Agreement, including failure to pay the Renewal Fee within fifteen (15) days of its due date, shall constitute an event of default. The non-breaching Party shall provide written notice of default and a reasonable cure period not to exceed thirty (30) days unless a shorter cure period is required by applicable law.

5.2 Remedies. Upon the failure to cure within the applicable cure period, the non-breaching Party shall be entitled to exercise any remedies available at law or in equity, including termination of the Original Agreement and pursuing damages, specific performance, and recovery of reasonable attorneys' fees and costs.

6. ASSIGNMENT

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

7. TERMINATION

This Agreement may be terminated (a) by mutual written agreement of the Parties, (b) by either Party upon the other Party's uncured material breach following the notice and cure period described in Section 5, or (c) as otherwise expressly provided herein. Termination shall not relieve any Party of obligations that accrued prior to the effective date of termination.

8. NOTICES

8.1 Method. All notices, requests, consents, claims, demands and other communications hereunder shall be in writing and shall be delivered by hand, by certified or registered mail (return receipt requested), or by nationally recognized overnight courier to the address set forth below or to such other address as a Party may designate by notice to the other Party.

9. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless it is in writing and signed by authorized representatives of both Parties. No failure or delay by either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof.

10. 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 exchanged by electronic or facsimile transmission shall be binding as if originals.

11. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

11.1 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.

11.2 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby; the Parties shall endeavor in good faith to replace any invalid or unenforceable provision with a valid and enforceable provision that achieves, to the extent possible, the Parties' original intent.

11.3 Entire Agreement. This Agreement, together with the Original Agreement as expressly modified hereby, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, discussions and understandings, whether oral or written, relating thereto.

12. ADDITIONAL PROVISIONS

The Parties acknowledge that each has read and understands this Agreement, that it has had the opportunity to consult with counsel of its choice, and that it signs this Agreement voluntarily and with full knowledge of its legal effect.

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