Service Renewal Application

Service Renewal Application and Renewal Agreement

Parties and Identifying Information

Client Name:

Service Provider Name:

Recitals (WHEREAS)

WHEREAS, the Client and the Service Provider entered into a written Services Agreement referenced as Agreement Reference Number: (the "Existing Agreement"), pursuant to which the Service Provider agreed to provide certain services;

WHEREAS, the Existing Agreement is scheduled to expire on and the Parties desire to renew the scope of services on the terms set forth in this Service Renewal Application and Renewal Agreement (the "Renewal Agreement");

WHEREAS, the Parties intend this Renewal Agreement to memorialize the renewed scope, compensation, term, and other material terms and to serve as an amendment and extension of the Existing Agreement, and to the extent of any conflict the terms of this Renewal Agreement shall control.

Scope of Work

Renewal Term and Termination

Renewal Term Start Date:     Renewal Term End Date:

Notice of Non-Renewal or Termination Requirement: Either Party may terminate this Renewal Agreement by providing written notice to the other Party not less than days prior to the intended termination date. Termination does not relieve either Party of obligations incurred prior to termination.

Payment Terms

Late Payment: Amounts not paid when due shall accrue interest at the lesser of 1.5% per month or the highest rate permitted by law and shall incur a late fee of after a grace period of days following invoice due date.

Confidentiality

The Parties acknowledge that in connection with the performance of services they may receive Confidential Information. For purposes of this Renewal Agreement, Confidential Information means all non-public information disclosed by one Party to the other, whether oral or written. Recipient shall (a) use Confidential Information solely to perform obligations under this Renewal Agreement; (b) protect Confidential Information with at least the same degree of care used to protect its own confidential materials but no less than reasonable care; and (c) not disclose Confidential Information to third parties except to employees, agents, or contractors with a need to know who are bound by confidentiality obligations no less restrictive than those herein. Confidentiality obligations shall continue for a period of three (3) years from the date of disclosure, except for trade secrets which shall remain protected for so long as they qualify as trade secrets under applicable law. Notwithstanding the foregoing, Confidential Information does not include information that is independently developed, becomes publicly available through no fault of Recipient, or is required to be disclosed by law or order of a court or governmental authority (provided Recipient provides prompt notice and cooperation to seek protective measures).

Representations, Warranties, and Compliance

Each Party represents and warrants that it has full authority to enter into this Renewal Agreement, that performance will comply with all applicable laws and regulations, and that there are no outstanding defaults or unresolved claims that would prevent the Party from performing its obligations. Service Provider warrants that all services will be performed in a professional and workmanlike manner consistent with industry standards.

Governing Law and Dispute Resolution

This Renewal Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The Parties shall first attempt to resolve disputes through good faith negotiation. If unresolved, disputes shall be subject to mediation and, if still unresolved, final resolution by binding arbitration in the county of the governing law, unless otherwise agreed in writing.

Entire Agreement; Amendment

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

Acknowledgments and Attachments

The undersigned certify that they are authorized to execute this Renewal Agreement on behalf of the respective Parties and that all information contained in this application is true and correct. Attachments included with this Renewal Agreement:

Auto-Renewal Option: By checking, Parties agree that this Agreement shall automatically renew for successive periods of the same duration unless either Party provides written notice of non-renewal at least the required termination notice period set forth above.

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