Legal Renewal Packet

Legal Renewal Packet

This Renewal Agreement (the "Agreement") is entered into as of by and between Client Name: (hereinafter "Client") and Provider Name: (hereinafter "Provider"). This Agreement renews and amends the Original Agreement dated between the same parties.

RECITALS

WHEREAS, the parties entered into the Original Agreement to govern the provision of services described therein; and

WHEREAS, the parties now desire to renew certain terms of the Original Agreement for an additional term upon the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that, except as expressly modified hereby, the Original Agreement remain in full force and effect and be supplemented by this Agreement.

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

1. DEFINITIONS

Capitalized terms used in this Agreement and not otherwise defined shall have the meanings set forth in the Original Agreement. For purposes of this Agreement, "Renewal Term" means the period described in Section 2 below.

2. RENEWAL TERM

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

2.2 Option to Renew. If the parties desire to extend the Renewal Term beyond the expiration date set forth above, such extension must be set forth in a written amendment executed by both parties at least days prior to the then-current expiration date.

3. SCOPE AND EFFECT OF RENEWAL

3.1 Incorporation. Except as expressly modified by this Agreement, all terms, covenants and conditions of the Original Agreement are hereby ratified and incorporated by reference and remain in full force and effect.

3.2 Conflicts. In the event of any conflict between the terms of this Agreement and the Original Agreement, the terms of this Agreement shall control to the extent of such conflict.

4. COMPENSATION AND PAYMENT

4.1 Renewal Fees. For the Renewal Term, Client shall pay Provider the sum of payable in accordance with the payment schedule set forth below.

4.2 Late Payments. Any payment not received within days after its due date shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and Provider's remedies for nonpayment under the Original Agreement are preserved.

5. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) it has full corporate or individual power and authority to enter into this Agreement; (b) the execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized; and (c) this Agreement constitutes a legal, valid and binding obligation enforceable in accordance with its terms.

6. COVENANTS

During the Renewal Term, each party shall comply with all material obligations applicable to it under the Original Agreement as modified by this Agreement. Provider covenants to continue to provide services at a standard of care consistent with industry practice. Client covenants to provide timely cooperation and access as required for Provider to perform.

7. DEFAULT; REMEDIES

7.1 Event of Default. An event of default shall include, without limitation, failure to pay amounts when due, material breach of a representation or covenant, or insolvency of a party. A non-defaulting party shall provide written notice specifying the nature of the default and shall afford the defaulting party any cure period expressly set forth in the Original Agreement or, if none, a period of days to cure.

7.2 Remedies. If the default is not timely cured, the non-defaulting party shall be entitled to pursue any and all remedies available at law or in equity, including specific performance, injunctive relief and recovery of costs and attorneys' fees to the extent permitted under the Original Agreement.

8. TERMINATION

This Agreement may be terminated prior to the expiration of the Renewal Term in accordance with the termination provisions of the Original Agreement or by mutual written agreement of the parties. Termination shall not relieve either party of obligations accrued prior to termination.

9. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as a party may designate by written notice). Notice shall be effective upon receipt.

10. AMENDMENTS; WAIVER

No amendment or modification of this Agreement shall be effective unless in writing and executed by authorized representatives of both parties. Waiver of any breach shall not constitute a waiver of any other or subsequent breach.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction specified below without regard to conflict of law principles.

12. ENTIRE AGREEMENT

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

13. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed so as to effectuate the intentions of the parties to the fullest extent permitted by law.

14. 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 transmitted by electronic means shall be deemed original signatures for all purposes.

15. ADDITIONAL TERMS

CERTIFICATION

Each person signing below certifies and warrants that he or she is duly authorized to execute this Agreement on behalf of the party for which he or she signs and that execution and delivery of this Agreement and performance of the obligations hereunder have been duly authorized.

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