Subscription Renewal Signed

SUBSCRIPTION RENEWAL AGREEMENT

This Subscription Renewal Agreement ("Agreement") is entered into as of between the parties set forth below.

Parties

Recitals

WHEREAS, Subscriber and Service Provider entered into a Subscription Agreement dated (the "Original Agreement") under which Service Provider agreed to provide certain subscription services to Subscriber;

WHEREAS, the parties wish to renew and amend the Original Agreement as set forth herein to continue provision of the subscription services under the terms and conditions of this Agreement;

WHEREAS, the parties desire to memorialize the renewal terms, payment obligations, confidentiality commitments, and other understandings in writing;

Scope of Services

Service Provider will provide the subscription services described below in accordance with the terms of the Original Agreement unless expressly modified in this Agreement. Subscriber acknowledges that Service Provider's obligations are limited to the scope described herein.

Payment Terms

In consideration for the services set forth in this Agreement, Subscriber shall pay Service Provider the fees and charges described below in U.S. dollars, subject to the payment schedule and late payment terms set forth herein.

If Subscriber fails to pay any undisputed amount when due, Service Provider may suspend access to services after providing the notice and cure period set forth in the Term and Termination section. Fees for reinstatement and collection costs, including reasonable attorneys' fees, are payable by Subscriber.

Term and Termination

The renewal term under this Agreement shall commence on and shall expire on unless earlier terminated as provided below.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the notice period specified above after receipt of written notice. Termination does not relieve Subscriber of payment obligations incurred prior to termination. Any termination for convenience requires written notice delivered at least the notice period above and may be subject to an early termination fee as set forth in the Original Agreement or as mutually agreed in writing.

Confidentiality

Each party acknowledges that during performance under this Agreement it may receive or have access to confidential and proprietary information of the other party ("Confidential Information"). Confidential Information shall include, without limitation, business plans, technical data, pricing, customer lists, and trade secrets. Each party agrees to: (a) hold Confidential Information in strict confidence; (b) use it solely for performance under this Agreement; and (c) limit disclosure to employees or contractors with a need to know who are bound by similar confidentiality obligations. Confidentiality obligations shall not apply to information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) is rightfully received from a third party without restriction; or (iii) is independently developed without use of the other party's Confidential Information. A party may disclose Confidential Information to the extent compelled by law or a valid order of a court or governmental body, provided the disclosing party gives prompt written notice and, at the disclosing party's expense, cooperates with reasonable efforts to obtain protective relief.

Governing Law and Dispute Resolution

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 shall attempt in good faith to resolve disputes promptly by negotiation between executives. If unresolved within thirty (30) days, disputes shall be resolved by the courts located in the county where the Service Provider's principal place of business is located, subject to any mandatory jurisdictional requirement.

Entire Agreement

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

Representations; Authority

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the person signing below has been duly authorized to execute this Agreement on behalf of that party.

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