Renewal Authority Agreement

RENEWAL AUTHORITY AGREEMENT

This Renewal Authority Agreement (the "Agreement") is entered into by and between the parties set forth below on the Effective Date stated in the recitals. The parties agree as follows.

Parties

Recitals

WHEREAS, Client desires to engage Agent to perform renewals of certain agreements, subscriptions, licenses, or similar instruments on Client's behalf under the terms and limitations set forth below;

WHEREAS, Agent represents that it has the authority, experience, and personnel to act on behalf of Client for the limited renewal purposes described herein and agrees to act in Client's best interests when exercising delegated authority;

WHEREAS, the parties wish to set forth in writing the scope of authority, compensation, term, and other material terms governing Agent's renewal authority effective as of / / .

Scope of Authority

Agent is hereby authorized by Client to perform the renewal-related acts expressly described in this Agreement and any attachment hereto. Agent's authority is limited to renewing existing agreements and does not include the authority to amend material economic terms or to enter into new long-term obligations without Client's prior written consent.

Types of renewals authorized (check all that apply):

Renew contracts and service agreements    Renew subscriptions    Renew licenses and permits    Renew short-term leases and renewals

If Other, describe:

Payment Terms

If any payment due to Agent under this Agreement is not paid within days of its due date, Client shall pay a late fee equal to per month of the overdue amount, or a flat fee of , whichever is greater.

Term and Termination

This Agreement shall commence on / / and, unless earlier terminated in accordance with this Agreement, shall continue until / / .

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Either party may terminate immediately for cause upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

Confidentiality

Each party acknowledges that in the performance of this Agreement it may receive or have access to Confidential Information of the other party. "Confidential Information" means nonpublic information disclosed in any form that is designated as confidential or that, given its nature or the circumstances of disclosure, reasonably should be understood to be confidential. Recipient shall: (a) use Confidential Information solely to exercise its rights and perform its obligations under this Agreement; (b) restrict disclosure to those employees, agents, or subcontractors with a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) not disclose Confidential Information to any third party without prior written consent of the Discloser, except as required by law. Confidentiality obligations survive termination for a period of three (3) years, or longer to the extent that trade secrets or other proprietary information are involved.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the address for each party set forth above, or to such other address as either party may designate by written notice. Notices shall be deemed given upon personal delivery, one business day after delivery by overnight courier, or three business days after deposit in the U.S. mail, postage prepaid, certified.

Representations; Indemnification

Each party represents that it has the full power and authority to enter into this Agreement and to perform its obligations. Client shall indemnify, defend and hold harmless Agent from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from Client's instructions, failures to disclose material information, or acts or omissions inconsistent with this Agreement, except to the extent caused by Agent's gross negligence or willful misconduct.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of courts located in that State for resolution of disputes arising under this Agreement.

Entire Agreement; Amendment

This Agreement, together with any exhibits or written attachments signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. This Agreement may be amended only by a written instrument signed by both parties.

Severability

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that most nearly achieves the parties' original intent.

Execution

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. Delivery of an executed signature page by electronic transmission shall be effective as an original signature for all purposes.

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