Legal Renewal Subscription Agreement

LEGAL RENEWAL SUBSCRIPTION AGREEMENT

This Legal Renewal Subscription Agreement (the agreement) is entered into as of Effective Date: by and between Provider: and Subscriber: . Provider and Subscriber are each a Party and together the Parties.

RECITALS

WHEREAS, Provider and Subscriber are parties to a prior Subscription Agreement dated (the Original Agreement) pursuant to which Subscriber received certain subscription services; and

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

WHEREAS, the Parties intend that this Agreement govern the renewal subscription term, fees, and related obligations set forth below.

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

1. DEFINITIONS

1.1 "Services" means the subscription services described in Section 4, and any enhancements, upgrades or maintenance provided by Provider during the Renewal Term.

1.2 "Renewal Term" means the period described in Section 2 during which Subscriber receives the Services in consideration of the Fees.

2. RENEWAL TERM

2.1 Renewal Commencement. The Renewal Term shall commence on Renewal Start Date: and shall continue for an initial period of (the Initial Renewal Term), unless earlier terminated in accordance with this Agreement.

2.2 Renewal Option. The Renewal Term shall automatically renew for successive periods of equal duration unless either Party provides written notice of non-renewal at least days prior to the end of the then-current term.

2.3 Early Termination. Termination by either Party shall be governed by Section 5. Termination shall not relieve Subscriber of payment obligations accrued through the effective date of termination.

3. FEES AND PAYMENT

3.1 Renewal Fees. Subscriber shall pay Provider a renewal fee in the amount of $ (Renewal Fee) for the Initial Renewal Term, payable in accordance with the Payment Terms set forth below.

3.2 Late Payment. Any amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law and Subscriber shall be responsible for any collection costs and reasonable attorneys' fees incurred by Provider.

3.3 Taxes. All fees are exclusive of taxes. Subscriber shall be responsible for all sales, use, value-added or similar taxes arising from this Agreement, excluding taxes based on Provider's net income.

4. SERVICES

Provider shall use commercially reasonable efforts to perform the Services in a professional and workmanlike manner consistent with industry standards. Any service levels or uptime commitments shall be set forth in a service addendum if agreed in writing by the Parties.

5. TERMINATION

5.1 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure such breach within days after receipt of written notice specifying the breach.

5.2 Termination for Insolvency. Either Party may terminate this Agreement immediately upon written notice if the other Party files for bankruptcy, becomes insolvent, or makes an assignment for the benefit of creditors.

6. CONFIDENTIALITY

Each Party agrees to hold in confidence and not disclose to any third party any Confidential Information of the other Party, and to use such Confidential Information only for the performance or exercise of rights under this Agreement. Confidential Information does not include information that is or becomes publicly known through no fault of the receiving Party or that is independently developed without use of the disclosing Party's Confidential Information.

7. DATA PROTECTION

Each Party shall comply with applicable data protection laws in respect of personal data processed under this Agreement. Provider shall implement administrative, technical and physical safeguards appropriate to the nature of the personal data.

8. WARRANTIES; DISCLAIMERS

Provider warrants that it will perform the Services in a professional manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. LIMITATION OF LIABILITY

9.1 TO THE EXTENT PERMITTED BY LAW, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY SUBSCRIBER TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

9.2 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR INDIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT.

10. INTELLECTUAL PROPERTY

Provider retains all right, title and interest in and to Provider's pre-existing intellectual property and any modifications, enhancements or derivative works created in connection with the Services. Subscriber is granted a non-exclusive, non-transferable right to access and use the Services during the Renewal Term pursuant to the terms of this Agreement.

11. 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 notice in accordance with this Section. Notices shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) days after deposit in the U.S. mail, postage prepaid.

12. 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 shall operate as a waiver of that right.

13. GOVERNING LAW

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

14. ENTIRE AGREEMENT

This Agreement, together with the Original Agreement and any exhibits or addenda expressly incorporated herein, 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.

15. SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and shall be construed so as to fulfill the intent of the Parties as nearly as possible.

16. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Electronic signatures shall be effective to bind the Parties.

ACKNOWLEDGMENT

Each Party represents and warrants that it has the full right, power and authority to enter into and perform its obligations under this Agreement and that the person signing below is duly authorized to execute this Agreement on behalf of such Party.

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