Project Renewal Agreement

PROJECT RENEWAL AGREEMENT

This Project Renewal Agreement (the Agreement) is entered into as of Renewal Effective Date: by and between:

Client Name:   Contractor Name:

WHEREAS

WHEREAS, Client and Contractor entered into an original project agreement dated Original Agreement Date: (Original Agreement) concerning the services described therein; and

WHEREAS, the parties desire to renew and amend certain terms of the Original Agreement for an additional period and to confirm the scope, compensation and other material terms as set forth in this Agreement.

SCOPE OF WORK

PAYMENT TERMS

Renewal Fee (Total Contract Amount): $

Invoicing: Contractor shall submit invoices in accordance with the payment schedule. Payments are due within days of invoice receipt.

Late Payment: Unpaid amounts shall bear interest at the lesser of or the maximum rate permitted by law. Additionally, a late fee of $ may be charged for each late invoice.

TERM AND TERMINATION

Term Commencement Date:   Term Expiration Date:

Either party may terminate this Agreement for convenience upon giving written notice to the other party at least days prior to the effective date of termination. Either party may terminate immediately for material breach if the breach remains uncured for a period of thirty (30) days following written notice.

Effect of Termination: Upon termination, Client shall pay Contractor for all services rendered and work in progress up to the effective date of termination. Contractor shall deliver to Client all completed deliverables and any work in progress, and each party shall return or securely destroy the other party’s Confidential Information in accordance with the Confidentiality section below.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by a disclosing party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.

Obligations: Each receiving party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information only to perform its obligations under this Agreement; and (c) restrict disclosure to those employees, contractors or agents who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

Exceptions: Confidential Information does not include information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of Confidential Information; or (iv) is required to be disclosed by law, provided the receiving party gives prompt written notice to the disclosing party and cooperates in any lawful efforts to limit or protect such disclosure.

Remedies: The parties acknowledge that monetary damages may be inadequate to remedy a breach of this Confidentiality provision and that the non-breaching party shall be entitled to seek equitable relief, including injunctive relief, in addition to any other remedies available at law or in equity.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full corporate or individual power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and that this Agreement constitutes a valid and binding obligation enforceable against it in accordance with its terms.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or breaches of confidentiality, in no event shall either party be liable for incidental, special, consequential or punitive damages, and each party’s aggregate liability under this Agreement shall be limited to the amounts paid or payable to Contractor under this Agreement during the twelve (12) months preceding the claim.

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 law principles. Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located within that State.

ENTIRE AGREEMENT

This Agreement, together with the Original Agreement as modified hereby and any attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, oral or written. No amendment or modification shall be effective unless in writing and signed by both parties.

PARTY CONTACTS FOR NOTICES

ENTITY TYPE

Client Entity Type: Individual Corporation LLC Partnership

Contractor Entity Type: Individual Corporation LLC Partnership

MISCELLANEOUS

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement shall continue in full force and effect.

Waiver: The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision.

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