Renewal Proposal Agreement

RENEWAL PROPOSAL AGREEMENT

This Renewal Proposal Agreement ("Agreement") is entered into as of by and between Client Name: , whose principal place of business is , and Provider Name: , whose principal place of business is .

RECITALS

WHEREAS, the parties previously entered into an agreement concerning the provision of services referenced as the Original Agreement dated (the "Original Agreement");

WHEREAS, Provider has submitted a proposal to renew and continue the services described in the Original Agreement on the terms set forth in this Agreement; and

WHEREAS, Client desires to accept the proposed renewal subject to the terms and conditions contained herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

Capitalized terms used in this Agreement shall have the meanings set forth in this Section. "Renewal Term" means the period commencing on and ending on , unless earlier terminated in accordance with this Agreement. "Renewal Fee" means the aggregate compensation set forth in Section 3.

2. RENEWAL TERM AND SCOPE

2.1 Renewal. Subject to the terms and conditions of this Agreement, Provider will provide the services described in the Original Agreement during the Renewal Term. The parties acknowledge that the scope of services applicable to the Renewal Term is as follows:

2.2 Change Orders. Any material change to the scope must be documented in a written change order signed by both parties. Change orders shall specify additional compensation, schedule impacts, and any other material terms. Provider shall not be obligated to perform changes without a fully executed change order.

3. FEES, INVOICING AND PAYMENT

3.1 Renewal Fee. Client shall pay Provider a Renewal Fee in the amount of for the Renewal Term, subject to the payment schedule in Section 3.2.

3.3 Taxes; Withholding. All fees are exclusive of taxes. Client shall be responsible for all applicable taxes, duties, or levies arising from the transactions under this Agreement, except taxes based on Provider's net income.

4. TERMINATION

4.1 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 nature of the breach.

4.2 Termination for Convenience. Client may terminate this Agreement for convenience upon providing Provider with days' prior written notice; in such event Provider shall be entitled to payment for services performed and reimbursable expenses incurred through the effective date of termination.

5. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder, and that execution and performance of this Agreement will not violate any agreement or obligation to any third party. Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards.

6. CONFIDENTIALITY

Each party shall maintain in confidence all non-public information disclosed by the other party that is designated as confidential or that reasonably should be considered confidential given the nature of the information ("Confidential Information"). Confidential Information shall not include information that is or becomes publicly available other than through a breach of this Agreement. The confidentiality obligations shall survive termination for a period of years.

7. INDEMNIFICATION

Provider shall indemnify, defend and hold harmless Client from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of Provider's negligent acts, omissions or willful misconduct in the performance of services under this Agreement. Client shall indemnify Provider to the same extent for Client's negligent acts, omissions or willful misconduct.

8. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED .

9. INSURANCE

Provider shall maintain, at its expense, commercial general liability and other insurance coverages appropriate to the services provided under this Agreement. Upon request, Provider shall provide certificates of insurance evidencing such coverage.

10. NOTICES

All notices, demands, requests or other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below (or such other addresses as either party may designate by notice in accordance with this Section) and shall be deemed given upon personal delivery, courier delivery, or three (3) days after deposit in the mail, postage prepaid, certified or registered mail.

11. AMENDMENTS; WAIVER

No amendment or modification of this Agreement shall be effective unless 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 thereof, and a single or partial exercise of any right shall not preclude further exercise of that right.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

12.1 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.

12.2 Entire Agreement. This Agreement, together with the Original Agreement and any executed change orders, 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 oral or written.

12.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

MISCELLANEOUS

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. Signatures transmitted by facsimile or electronic image shall be deemed originals for all purposes.

Sign Now