Miscellaneous Sandbox Renewal

MISCELLANEOUS SANDBOX RENEWAL

This Miscellaneous Sandbox Renewal Agreement ("Agreement") is made and entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client and Service Provider previously entered into a sandbox access agreement permitting Client to use Provider's non-production environment for testing and evaluation (the "Original Agreement");

WHEREAS, the parties desire to renew and extend the term of the Original Agreement on the terms and conditions set forth in this Agreement;

WHEREAS, the parties agree that all other terms and obligations of the Original Agreement remain in force except as expressly modified by this Renewal Agreement.

SCOPE OF WORK

Service Provider agrees to continue to provide access to and maintenance of a sandbox environment for Client for testing, integration, and evaluation purposes. The sandbox shall include the configurations, sample data sets, and access controls described below and in any attachments specified by the parties.

PAYMENT TERMS

Late Payment: If any undisputed amount is not paid within days after the applicable due date, Client shall pay a late fee of on the overdue balance, in addition to any other remedies available at law or equity.

TERM AND TERMINATION

Renewal Term: This Renewal shall commence on Start Date: and shall expire on End Date: unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement for any reason upon written notice delivered to the other party at least days prior to the proposed termination date.

Termination for Cause: Either party may terminate this Agreement upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party to the other in connection with this Agreement, including but not limited to test data, environment configurations, technical documentation, trade secrets, and business plans.

Obligations: The receiving party shall (a) use Confidential Information solely for performance of its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations no less restrictive than those contained herein.

Exceptions: Confidential Information does not include information that is (i) in the public domain through no breach by the receiving party; (ii) rightfully received from a third party without restriction; or (iii) independently developed by the receiving party without use of the disclosing party's Confidential Information.

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.

ENTIRE AGREEMENT

This Agreement, together with any written attachments or amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral, relating to the sandbox access and services described herein.

NOTICES

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign this Agreement in connection with a sale of all or substantially all of its business to which this Agreement relates.

Amendment: This Agreement may be amended only by a written instrument signed by authorized representatives of both parties.

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