Service Renewal Agreement

SERVICE RENEWAL AGREEMENT

This Service Renewal Agreement ("Agreement") is entered into as of Effective Date: by and between Service Provider Name: and Client Name: .

WHEREAS

WHEREAS, the parties previously entered into a Service Agreement dated (the "Original Agreement"), which set forth certain services to be provided by the Service Provider to the Client;

WHEREAS, the parties desire to renew and modify the Original Agreement on the terms and conditions set forth in this Agreement to continue the provision of the services described herein;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. SCOPE OF WORK

The Service Provider shall perform the renewed services as set forth below. Any change to the scope must be agreed in writing by authorized representatives of both parties.

2. PAYMENT TERMS

In consideration for the services provided under this Agreement, the Client shall pay the Service Provider in accordance with the terms set forth below. All fees are exclusive of applicable taxes unless otherwise stated.

Late payments shall accrue interest at a rate of percent per month (pro rata) or the maximum rate permitted by law, whichever is less, plus a minimum administrative late fee of .

3. TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above. Termination shall not relieve the Client of the obligation to pay for services performed prior to termination.

4. RENEWAL PROVISIONS

This Agreement is a renewal of the Original Agreement. The parties agree that, except as expressly modified herein, the terms and conditions of the Original Agreement remain in full force and effect. Renewal shall be: Automatic or Manual (requires written consent)

5. CONFIDENTIALITY

Each party shall maintain as confidential all non-public business and technical information disclosed by the other party in connection with this Agreement ("Confidential Information") and shall not disclose such Confidential Information to any third party except as required by law or as necessary to perform the services. Confidentiality obligations shall survive termination for a period of .

6. WARRANTIES, LIMITATIONS AND INDEMNITY

The Service Provider warrants that the services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. Each party agrees to indemnify and hold harmless the other party from third-party claims arising from the indemnifying party's breach of this Agreement or gross negligence.

7. GOVERNING LAW

The parties agree that this Agreement shall be governed by and construed in accordance with the laws of the state identified above, without regard to its conflicts of laws principles.

8. ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with the Original Agreement as modified herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

9. MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that the Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. Notices shall be given in writing and delivered to the addresses on file with the parties' authorized representatives.

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