Subscription Renewal Agreement

SUBSCRIPTION RENEWAL AGREEMENT

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

WHEREAS

WHEREAS, Subscriber and Provider previously entered into a subscription agreement identified by Subscription ID: (the "Existing Agreement");

WHEREAS, the parties desire to renew and modify certain terms of the Existing Agreement for an additional renewal term on the terms and conditions set forth herein;

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

SCOPE OF SERVICES

Provider shall continue to provide the subscription services described below in substantially the same manner as provided under the Existing Agreement, subject to any modifications set forth in this Agreement.

PAYMENT TERMS

Renewal Fee Amount: . Payment Schedule: . Payments shall be due on the day of the applicable billing period.

Late Payment: If any undisputed amount is not received within days after the due date, Provider may assess a late fee equal to the greater of % per month or USD.

TERM AND TERMINATION

Renewal Term Commencement Date: . Renewal Term Expiration Date: .

Either party may terminate this Agreement for material breach of its terms by the other party if the breaching party fails to cure such breach within days after receipt of written notice. For convenience, either party may terminate this Agreement upon providing days' prior written notice to the other party.

If checked, this Agreement will automatically renew for successive renewal terms of the same duration unless either party provides written notice of non-renewal at least days prior to the end of the then-current term.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means information disclosed by one party to the other that is designated as confidential or that, given the nature of the information or the circumstances surrounding disclosure, reasonably should be understood to be confidential. Confidential Information includes pricing, customer lists, technical data, business plans and trade secrets.

The receiving party shall (a) not disclose Confidential Information to any third party except as expressly permitted in this Agreement, (b) use Confidential Information solely to perform its obligations under this Agreement, and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information does not include information that (i) is or becomes generally available to the public other than by breach of this Agreement, (ii) was in the receiving party's possession prior to receipt from the disclosing party and not subject to confidentiality obligations, or (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Subscriber and Provider each acknowledge and agree to be bound by the confidentiality obligations set forth above.

GOVERNING LAW

This Agreement 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 submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising out of or relating to this Agreement.

ENTIRE AGREEMENT; MISCELLANEOUS

This Agreement, together with the Existing Agreement (as modified hereby) and any exhibits or addenda expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets provided the assignee assumes Provider's obligations hereunder.

EXECUTION

The parties have caused this Subscription Renewal Agreement to be executed by their duly authorized representatives as of the dates set forth below.

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