Renewal Service Contract

RENEWAL SERVICE CONTRACT

This Renewal Service Contract (the "Contract") is made as of Effective Date: by and between Service Provider: with principal address at ("Provider"), and Client Name: with principal address at ("Client"). Provider and Client may be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Parties entered into a Service Agreement originally dated (the "Original Agreement") pursuant to which Provider agreed to perform certain services for Client; and

WHEREAS, the Parties desire to renew and modify certain terms of the Original Agreement for an additional term under the terms and conditions set forth herein; and

WHEREAS, capitalized terms used but not defined herein shall have the meanings assigned in the Original Agreement unless otherwise specified in this Contract.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

1. DEFINITIONS

For the purposes of this Contract: "Services" means the services described in Section 3 below; "Renewal Term" means the period described in Section 2; "Fee" means the amounts payable under Section 4. Other capitalized terms used in this Contract shall have the meanings set forth in the Original Agreement unless otherwise defined herein.

2. TERM AND RENEWAL

2.1 Renewal Term. The Original Agreement is hereby renewed for an additional term of months commencing on Renewal Effective Date: (the "Renewal Term"), unless earlier terminated in accordance with Section 6.

2.2 Automatic Renewal. The Renewal Term shall automatically renew for successive periods of months unless either Party provides written notice of non-renewal to the other Party at least days prior to the end of the then-current term.

3. SERVICES

3.1 Scope. Provider shall perform the services described below in a professional and workmanlike manner consistent with industry standards:

3.2 Change Orders. Any material change to the scope of Services shall be authorized by a written change order signed by both Parties, which shall set forth the changes in scope, any adjustment to the Fee, and the schedule impact.

4. FEES, INVOICING AND PAYMENT

4.1 Fee. In consideration for the Services, Client shall pay Provider the fee of $ per billing period as set forth below.

4.2 Invoicing and Payment Terms. Provider shall invoice Client in accordance with the billing schedule:

4.3 Late Payment. Any undisputed amount not paid within days after the invoice date shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Client shall pay reasonable collection costs, including attorneys' fees, for overdue amounts.

5. REPRESENTATIONS AND WARRANTIES

5.1 Mutual Representations. Each Party represents and warrants that: (a) it is duly organized and validly existing under applicable law; (b) it has full corporate or other power and authority to enter into and perform this Contract; and (c) execution and performance of this Contract will not violate any agreement binding on such Party.

5.2 Provider Warranty. Provider warrants that the Services will be performed in a professional and workmanlike manner in accordance with industry standards. The foregoing warranty is exclusive and is in lieu of all other warranties, express or implied, except to the extent otherwise required by applicable law.

6. TERMINATION

6.1 Termination for Convenience. Either Party may terminate this Contract for convenience upon providing the other Party with at least days' prior written notice.

6.2 Termination for Cause. Either Party may terminate immediately upon written notice if the other Party materially breaches this Contract and fails to cure such breach within days after receipt of written notice specifying the breach.

6.3 Effect of Termination. Upon termination, Client shall pay Provider for Services performed through the effective date of termination and any non-cancellable obligations incurred by Provider prior to termination. Sections that by their nature survive termination shall survive.

7. CONFIDENTIALITY

7.1 Confidential Information. Each Party shall keep confidential and shall not disclose to any third party any Confidential Information of the other Party, except as permitted in this Contract or required by law. Confidential Information includes non-public business, technical and financial information disclosed by a Party.

7.2 Exclusions. Confidential Information does not include information which: (a) is or becomes publicly known through no breach of this Contract; (b) is received from a third party without breach of an obligation of confidentiality; or (c) is independently developed without use of the other Party's Confidential Information.

8. INDEMNIFICATION

8.1 Provider Indemnity. Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims arising out of Provider's gross negligence or willful misconduct in performing the Services.

8.2 Client Indemnity. Client shall indemnify, defend and hold harmless Provider from and against any third-party claims arising from Client's negligence, misuse of deliverables, or breach of its obligations under this Contract.

9. LIMITATION OF LIABILITY

Except for liability arising from a Party's gross negligence, willful misconduct, or indemnity obligations, in no event shall either Party be liable to the other for any indirect, incidental, consequential, special or punitive damages, and the aggregate liability of either Party for any claim under this Contract shall not exceed the total fees paid or payable to Provider under this Contract during the month period preceding the event giving rise to the claim.

10. INSURANCE

Provider shall maintain commercial general liability insurance and professional liability insurance in amounts sufficient to cover its obligations under this Contract. Upon request, Provider shall provide certificates of insurance evidencing such coverage.

11. NOTICES

All notices required or permitted under this Contract shall be in writing and shall be delivered to the addresses set forth below (or such other address as a Party may designate by written notice).

12. AMENDMENT; WAIVER; COUNTERPARTS

This Contract may be amended only by a written instrument signed by both Parties. No failure or delay by either Party in exercising any right shall operate as a waiver, nor shall any single or partial exercise preclude other or further exercises. This Contract may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

13.1 Governing Law. This Contract shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of laws principles.

13.2 Entire Agreement. This Contract, together with the Original Agreement as modified hereby, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and understandings, whether written or oral.

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

14. MISCELLANEOUS

14.1 Independent Contractor. Provider is an independent contractor and not an employee, agent or partner of Client. Provider shall be solely responsible for payment of its employees and contractors and related employment taxes and benefits.

14.2 Assignment. Neither Party may assign this Contract without the prior written consent of the other Party, except that either Party may assign this Contract in connection with a merger, sale of substantially all of its assets, or transfer of control.

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