Legal Renewal Notice

Legal Renewal Notice

This Legal Renewal Notice (the "Notice") is made as of by and between Client Name: located at and Counterparty Name: located at (each a "Party" and together the "Parties").

Recitals

WHEREAS, the Parties entered into an agreement titled originally effective on (the "Agreement");

WHEREAS, the Agreement contains a provision permitting renewal or the Parties desire to renew the Agreement on the terms and conditions set forth in this Notice;

WHEREAS, the Parties wish to set forth the terms of such renewal and any agreed modifications to the Agreement.

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

1. Renewal; Term

1.1 Renewal. Subject to the terms and conditions of this Notice and the Agreement, the Agreement is hereby renewed for a renewal term of commencing on and expiring on unless earlier terminated in accordance with the Agreement.

1.2 Incorporation of Agreement Terms. Except as expressly modified by this Notice, all terms, covenants, representations, warranties and conditions of the Agreement shall remain in full force and effect during the Renewal Term and are incorporated herein by reference.

2. Renewal Consideration

2.1 Fee. In consideration for the Renewal Term, the renewing Party shall pay to the Counterparty the sum of (USD) payable in accordance with Section 2.2.

2.2 Payment Terms. The renewal fee is due and payable on or before and shall be paid by the method specified in the Agreement or by such other method as the Parties may agree in writing.

3. Automatic Renewal

3.1 Automatic Renewal Option. The Parties hereby elect that the Agreement shall: Automatically renew for successive terms of Not automatically renew and shall expire at the end of the Renewal Term.

3.2 Notice to Prevent Renewal. To prevent any automatic renewal, a Party must deliver written notice of non-renewal no later than days prior to the then-current expiration date.

4. Modifications

4.1 Amendments. The Agreement is amended solely as set forth in this Notice. Any additional deviations from the Agreement shall be of no force or effect unless set forth in a written amendment executed by authorized representatives of both Parties.

5. Representations and Warranties

Each Party represents and warrants that: (a) it has full corporate power and authority to execute and deliver this Notice and to perform its obligations hereunder; (b) the person executing this Notice on its behalf is duly authorized to so act; and (c) the execution, delivery and performance of this Notice does not violate any material obligation to any third party.

6. Notices

Notices to Client

Notices to Counterparty

All notices required or permitted under this Notice or the Agreement shall be in writing and shall be deemed given when delivered personally, sent by overnight courier, or three (3) business days after deposit in the United States mail, postage prepaid, to the addresses specified above (or to such other address as a Party may have specified by notice in accordance with this Section).

7. Effect of Notice

This Notice constitutes written notice for purposes of any notice provisions in the Agreement and, upon execution by the Parties, amends the Agreement as set forth herein. Except as expressly modified by this Notice, the Agreement remains unchanged and in full force and effect.

8. Governing Law

This Notice shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws principles.

9. Entire Agreement

This Notice, together with the Agreement, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, understandings and agreements relating thereto, except as expressly preserved in the Agreement.

10. Severability

If any provision of this Notice 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 negotiate in good faith to replace the invalid or unenforceable provision with a valid and enforceable provision that, to the greatest extent possible, achieves the Parties' original intent.

11. Amendments and Waiver

No amendment to this Notice shall be effective unless in writing and signed by authorized representatives of both Parties. No waiver of any breach shall be deemed a waiver of any other breach or of the same breach on a future occasion.

12. Counterparts

This Notice 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 original signatures for all purposes.

13. Miscellaneous

The headings in this Notice are for convenience of reference only and shall not affect the interpretation of this Notice. The obligations and rights under this Notice shall inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns.

IN WITNESS WHEREOF, the Parties have caused this Notice to be executed by their duly authorized representatives as of the date first written above.

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