Technology Renewal Agreement

TECHNOLOGY RENEWAL AGREEMENT

This Technology Renewal Agreement (the "Agreement") is made by and between Provider Name: with principal address at , and Client Name: .

RECITALS

WHEREAS, Provider and Client entered into a prior agreement titled Original Agreement Title: dated (the "Original Agreement"); and

WHEREAS, the parties desire to renew and extend the services, licenses, and related obligations set forth in the Original Agreement on the terms and conditions specified in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows.

SCOPE OF WORK

Provider shall continue to perform the technology services and supply the software, updates, maintenance, and support described below. Any work outside this description will require a separately executed statement of work or amendment.

PAYMENT TERMS

In consideration for the services described in this Agreement, Client shall pay Provider the renewal fee and other charges as set forth below.

All payments are due in U.S. dollars unless otherwise agreed in writing. Client shall be responsible for any sales, use, value-added or similar taxes arising from the transactions contemplated by this Agreement, excluding taxes based on Provider's income.

TERM AND TERMINATION

This renewal term shall commence on and continue until unless earlier terminated in accordance with this Agreement.

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 receiving written notice. Termination shall not relieve Client of its obligation to pay for services performed and non-cancelable obligations incurred prior to the effective date of termination.

By checking this box, the parties agree that this Agreement will automatically renew for successive 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

Each party acknowledges that during the term of this Agreement it may receive confidential or proprietary information of the other party. "Confidential Information" includes non-public technical, business and financial information disclosed in oral, written, electronic or other form. The receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) protect Confidential Information using the same degree of care it uses to protect its own confidential information but in no event less than reasonable care, and (c) not disclose Confidential Information to any third party except to its employees, consultants or affiliates who have a need to know and who are bound by confidentiality obligations no less restrictive than those in this Agreement. Confidentiality obligations do not apply to information that is (i) publicly known through no breach by the receiving party, (ii) already known to the receiving party without restriction, (iii) rightfully received from a third party without restriction, or (iv) independently developed by the receiving party.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, in no event shall either party be liable for indirect, incidental, special, consequential, exemplary or punitive damages, including loss of profits or data. The aggregate liability of either party arising from or related to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) months preceding the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles.

ENTIRE AGREEMENT

This Agreement, together with the Original Agreement as amended by this Renewal, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral, relating to such subject matter. Any amendment or modification of this Agreement must be in writing signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by notice to the other party.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates an agency, partnership or joint venture. Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign to a successor in the event of a sale or transfer of substantially all of its assets.

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