Service Renewal Program

SERVICE RENEWAL PROGRAM AGREEMENT

Client Name:    Address:

Service Provider Name:    Address:

RECITALS

WHEREAS, Client engages Provider to deliver the services described in this agreement and desires enrollment in Provider's Service Renewal Program to receive ongoing renewals, maintenance, and related services; and

WHEREAS, Provider represents that it has the expertise and capacity to perform the services in accordance with industry standards, program procedures, and the terms set forth below; and

WHEREAS, the parties agree to memorialize their respective rights and obligations relating to the Service Renewal Program in this Agreement effective as of the Effective Date set forth herein.

AGREEMENT

Effective Date: . If no Effective Date is supplied, this Agreement is effective on the date of the last signature below.

1. SCOPE OF SERVICES

2. PROGRAM TERM AND RENEWAL

Initial Term Start Date:    Initial Term End Date:

Auto-Renewal: If checked, this Agreement will automatically renew for successive terms of months each, unless either party provides written notice of non-renewal at least days prior to the then-current term expiration.

3. PAYMENT TERMS

Payments Due Within days of invoice. Late Payment Fee: per month on overdue balances or the maximum allowed by law, whichever is less.

Client authorizes Provider to charge the billing method on the schedule above: .

4. TERM AND TERMINATION

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Termination for material breach is effective immediately upon written notice if the breaching party fails to cure the breach within days of receipt of written notice specifying the breach.

Upon termination, Client is responsible for all fees for services performed through the effective date of termination. Provider may suspend services for non-payment after providing at least days' notice.

5. CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by either party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information. Each party shall: (a) use Confidential Information solely for performance under this Agreement; (b) restrict disclosure to employees and contractors with a need to know; and (c) protect Confidential Information using reasonable care no less than the care it uses to protect its own confidential information. Confidential Information does not include information that is or becomes publicly available without breach, was lawfully in the receiving party's possession prior to disclosure, is independently developed, or is rightfully received from a third party without confidentiality obligations.

Confidentiality obligations survive termination of this Agreement for years following termination, except for trade secrets for which longer protection may apply under applicable law.

6. INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify and hold harmless the other from third-party claims arising from the indemnifying party's gross negligence or willful misconduct in connection with performance under this Agreement. Except for breach of confidentiality, willful misconduct, or indemnification obligations, neither party will be liable for consequential, special, or punitive damages. Aggregate liability for claims arising under this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) months preceding the claim.

7. COMPLIANCE WITH LAWS

Each party shall comply with applicable laws, rules, and regulations in performing its obligations. Provider shall obtain and maintain all licenses and permits necessary to provide the Services.

8. NOTICES

9. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law. The parties agree to attempt to resolve disputes promptly by negotiation. If negotiation fails, disputes shall be submitted to binding arbitration in the county where Provider maintains its principal place of business, in accordance with the rules of the chosen arbitration forum.

10. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any schedules or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the Service Renewal Program and supersedes all prior agreements and understandings. No modification, waiver, or amendment is effective unless executed in writing and signed by authorized representatives of both parties.

11. MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to a successor in interest in connection with a sale of all or substantially all of Provider's assets or equity. If any provision is held unenforceable, the remaining provisions remain in effect.

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