Upgrade Renewal Agreement

UPGRADE RENEWAL AGREEMENT

This Upgrade Renewal Agreement ("Agreement") is entered into as of , by and between:

RECITALS

WHEREAS, Client and Service Provider previously entered into a services agreement providing for software, hardware, or service upgrades and maintenance (the "Prior Agreement"); and

WHEREAS, the parties desire to renew and modify certain upgrade-related obligations and fees set forth in the Prior Agreement, on the terms and conditions contained in this Agreement;

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

1. SCOPE OF WORK

Service Provider shall provide the following upgrade and renewal services to Client in accordance with the terms of this Agreement. The services shall include the updates, installations, configuration changes, testing, and support activities described below.

2. PAYMENT TERMS

Renewal Fee: Client shall pay Service Provider a renewal fee in the amount of (USD) for the services described in Section 1. This fee is exclusive of applicable taxes.

Late Payment: Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. In addition, Service Provider may suspend performance upon thirty (30) days' written notice following continued nonpayment.

3. TERM AND TERMINATION

Term: The renewal term shall commence on and shall end on , unless earlier terminated as provided below.

Termination for Convenience: Either party may terminate this Agreement for any reason upon days' prior written notice to the other party.

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

4. CONFIDENTIALITY

Each party acknowledges that in the course of performing this Agreement it may receive confidential or proprietary information of the other party ("Confidential Information"). Confidential Information shall not include information that is or becomes generally available to the public other than as a result of a breach of this Agreement, was rightfully in the receiving party's possession prior to disclosure, or is independently developed by the receiving party without reference to the disclosing party's Confidential Information.

The receiving party shall (i) hold Confidential Information in strict confidence, (ii) not use Confidential Information except to perform its obligations under this Agreement, and (iii) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Upon termination of this Agreement, the receiving party shall return or destroy Confidential Information as requested by the disclosing party.

5. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider warrants that the services provided will be performed in a professional and workmanlike manner consistent with industry standards.

6. LIMITATION OF LIABILITY

Except for liability arising from a party's gross negligence, willful misconduct, breach of confidentiality, or infringement of intellectual property rights, neither party shall be liable to the other for consequential, incidental, special, punitive, or exemplary damages, and the aggregate liability of either party for any claim arising out of or relating to this Agreement shall be limited to the total amounts paid or payable by Client to Service Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

7. GOVERNING LAW

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

8. ENTIRE AGREEMENT

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

9. MISCELLANEOUS

Notices required under this Agreement shall be in writing and delivered to the contact information set forth above or to such other address as a party may specify in writing. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect.

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