Renewal Agreement Template

RENEWAL AGREEMENT

This Renewal Agreement (the "Agreement") is made effective as of by and between Party A Name: and Party B Name: .

Recitals

WHEREAS, the parties entered into a written agreement titled "Original Agreement" dated (the "Original Agreement");

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

WHEREAS, the parties agree that all capitalized terms used but not defined in this Renewal Agreement shall have the meanings set forth in the Original Agreement, except as modified herein.

Scope of Work

Payment Terms

Renewal Fee: The parties agree that the fee payable under this Renewal Agreement shall be USD.

Late Payment: Any amount not received by the due date shall accrue interest at a rate of or the maximum rate permitted by law, whichever is less. In addition, the non-paying party shall be responsible for reasonable collection costs and attorneys' fees incurred to collect overdue amounts.

Term and Termination

Renewal Term Commencement Date: and shall continue until , unless earlier terminated pursuant to this Agreement.

This Agreement shall automatically renew for successive periods of unless either party provides written notice of non-renewal at least days prior to the end of the then-current term.

Termination for Cause: Either party may terminate this Agreement for material breach by the other party if the breach is not cured within days after written notice of such breach.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party to the other in any form that is designated as confidential or that, by its nature, should reasonably be understood to be confidential.

Obligations: Each receiving party shall: (a) use Confidential Information solely for the purposes of performing under this Agreement; (b) restrict disclosure to its employees, agents, and contractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) protect Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Exclusions: Confidential Information does not include information that is (i) known to the receiving party prior to disclosure; (ii) becomes publicly available through no fault of the receiving party; (iii) rightfully received from a third party without restriction; or (iv) independently developed without use of the disclosing party's Confidential Information.

Notices

Representations; Miscellaneous

Each party represents and warrants that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder. No provision of this Agreement shall be construed against a party by reason of authorship.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

Entire Agreement; Amendment

This Agreement, together with the Original Agreement as amended herein, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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