Legal Renewal Form

Legal Renewal Form

This Renewal Agreement (the "Agreement") is entered into as of by and between Client Name: , with principal address at , and Company Name: , with principal address at .

RECITALS

WHEREAS, the parties entered into an agreement entitled dated (the "Original Agreement");

WHEREAS, the parties desire to renew and extend the term of the Original Agreement and to confirm certain terms and conditions applicable during the renewed term upon the terms and conditions set forth herein;

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

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

1. RENEWAL TERM

1.1 Renewal Period. The term of the Original Agreement is hereby renewed for an additional period commencing on and expiring on (the "Renewal Term"), unless earlier terminated in accordance with the Original Agreement or this Renewal Agreement.

1.2 Automatic Renewal. If the Original Agreement provided for automatic renewal, such automatic renewal shall be effective only to the extent expressly agreed in this Renewal Agreement. Any automatic renewal beyond the Renewal Term shall require the written consent of both parties as provided in Section 9 (Amendments).

2. CONSIDERATION

2.1 Consideration. In consideration for the renewal set forth herein, the parties agree that the compensation, fees or other consideration due during the Renewal Term shall be as follows:

2.2 Payment Terms. Unless otherwise specified in the Original Agreement or agreed in writing by the parties, payments shall be payable in accordance with the Original Agreement. Any changes to invoicing or payment schedules for the Renewal Term must be agreed in writing.

3. REPRESENTATIONS AND WARRANTIES

3.1 Each party represents and warrants to the other that: (a) it is duly organized, validly existing and in good standing under applicable law; (b) it has full power and authority to enter into and perform its obligations under this Renewal Agreement; and (c) the execution, delivery and performance of this Renewal Agreement do not and will not violate any provision of law or result in a breach of any other agreement to which it is a party.

4. MODIFICATION OF ORIGINAL AGREEMENT

4.1 Incorporated Terms. Except as expressly modified by this Renewal Agreement, all terms, provisions, covenants and conditions of the Original Agreement shall remain in full force and effect and are hereby ratified and confirmed.

4.2 Conflicting Provisions. In the event of any conflict between the terms of this Renewal Agreement and the Original Agreement, the terms of this Renewal Agreement shall control to the extent of such conflict.

5. COVENANTS

5.1 Each party covenants to comply with all material obligations applicable to it under the Original Agreement during the Renewal Term and to cooperate in good faith to effectuate the purposes of this Renewal Agreement.

6. NOTICES

All notices, requests, consents and other communications required or permitted under this Renewal Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail, return receipt requested, or delivered by a nationally recognized overnight courier service, to the addresses set forth below (or to such other address as either party shall designate by written notice in accordance with this Section).

7. DEFAULTS; TERMINATION

7.1 Except as otherwise expressly provided herein, the events of default, remedies and termination provisions specified in the Original Agreement shall continue to apply during the Renewal Term. The non-defaulting party shall retain all rights and remedies available at law or in equity.

8. INSURANCE AND TAXES

8.1 Each party shall maintain all insurance and shall be responsible for all taxes, assessments and governmental charges as required by the Original Agreement or by applicable law during the Renewal Term.

9. AMENDMENTS; WAIVER

9.1 No amendment, modification or waiver of any provision of this Renewal Agreement shall be effective unless in writing and signed by authorized representatives of both parties. The waiver by either party of any breach shall not operate or be construed as a waiver of any subsequent breach.

10. GOVERNING LAW; VENUE

10.1 This Renewal Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties below, without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in the selected jurisdiction for any dispute arising out of or relating to this Renewal Agreement.

11. ENTIRE AGREEMENT; SEVERABILITY

11.1 Entire Agreement. This Renewal Agreement, together with the Original Agreement (as modified hereby) and any written amendments referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior discussions and agreements with respect thereto.

11.2 Severability. If any provision of this Renewal Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining provisions shall not be affected, and the parties shall endeavor to negotiate in good faith a valid substitute provision that most nearly effects the parties' intent.

12. COUNTERPARTS; ELECTRONIC SIGNATURES

12.1 This Renewal 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 transmitted by electronic means shall be deemed originals for all purposes.

ADDITIONAL TERMS

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