Software Subscription Renewal Form

SOFTWARE SUBSCRIPTION RENEWAL FORM

Client Name:    Provider Name:

RECITALS

WHEREAS, Client Name: currently holds a subscription for the Provider's software product described below; and

WHEREAS, Provider Name: provides software-as-a-service access and maintenance, and both parties desire to renew the subscription on the terms set forth in this Renewal Form; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree to renew the subscription as follows.

SUBSCRIPTION DETAILS

SCOPE OF WORK

Provider shall continue to provide access to the software product, host the service in an operational state, perform routine maintenance, provide support in accordance with the service level provisions below, and deliver any agreed updates or upgrades during the renewal term. Specific responsibilities and deliverables are described below and must be adhered to by Provider:

PAYMENT TERMS

Renewal Fee Amount: $    Currency:

Payment Method:

Late Payment Fee: If Client fails to pay any undisputed amount by its due date, interest will accrue at on the overdue amount, plus reasonable collection costs.

Taxes: All amounts are exclusive of applicable taxes, which Client shall be responsible for, except for taxes on Provider's net income.

TERM AND TERMINATION

Renewal Term Start Date:    Renewal Term End Date:

Either party may terminate this renewal for material breach by the other party if the breach remains uncured for days after written notice. Additionally, either party may terminate for convenience with days' prior written notice.

Effects of Termination: Upon termination, Provider will cease providing access and Client will pay all accrued but unpaid fees through the effective termination date. Return or certified destruction of Confidential Information shall be governed by the Confidentiality clause below.

CONFIDENTIALITY

Each party acknowledges that in connection with this renewal it will receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that: (a) is or becomes generally available to the public through no breach of this Agreement; (b) was known to the receiving party prior to disclosure without obligation of confidentiality; (c) is rightfully received from a third party without restriction; or (d) is independently developed without using the disclosing party's Confidential Information.

The receiving party shall (i) protect Confidential Information with at least the same degree of care it uses to protect its own similar information but not less than reasonable care; (ii) use Confidential Information solely to perform under this renewal; and (iii) not disclose Confidential Information to any third party except to its employees, contractors or advisors with a need to know who are bound by confidentiality obligations no less protective than those herein. Remedies for breach shall include injunctive relief in addition to other available remedies.

ADDITIONAL TERMS

Automatic Renewal: Client elects Yes No to automatic renewal for successive terms under the same fees and conditions subject to notice of any fee changes provided in writing by Provider at least 30 days prior to the end of the then-current term.

Assignment: Neither party may assign this renewal without the other party's prior written consent, except that Provider may assign to an acquirer of substantially all its assets or stock.

GOVERNING LAW; DISPUTE RESOLUTION

This renewal shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties agree that disputes will first be submitted to good faith negotiation between senior representatives. If unresolved, disputes will be resolved by binding arbitration held in the county of the Provider's principal place of business, unless the parties agree otherwise in writing.

ENTIRE AGREEMENT

This Renewal Form, together with the original Subscription Agreement and any exhibits or addenda expressly incorporated herein, constitutes the entire agreement between the parties with respect to the renewal of the subscription and supersedes all prior and contemporaneous understandings and agreements relating to the subject matter hereof. Any amendment must be in writing and signed by authorized representatives of both parties.

REPRESENTATIONS AND AUTHORITY

Each party represents that it has the full right, power and authority to enter into and perform this Renewal Form, and that the individual signing below is authorized to bind the party to the terms of this renewal.

CONTACTS FOR NOTICES

ACKNOWLEDGMENT

By signing below, the parties acknowledge and agree that they have read and understood this Renewal Form, that they are authorized to execute it, and that the terms contained herein shall be binding upon their respective successors and permitted assigns.

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