RENEWAL AND ADDENDUM AGREEMENT TERMS AND CONDITIONS

This RENEWAL AND ADDENDUM TO THE AGREEMENTS ("Renewal and Addendum Agreement") is made on the Effective Date, by and between Unifyed, ("Unifyed"), an Illinois limited liability corporation located at 125 South Clark Street, 17th Floor, Chicago, IL 60603 and Client.

        WHEREAS, on Master License and Services Agreement Effective Date, Unifyed and Client entered into a Master License and Services Agreement (“MLSA”), to provide Services;

     WHEREAS, Unifyed and Client have entered into agreements on effective dates and for services as listed under “Agreements that are being Renewed” and “Agreements that are being Renewed and Amended” in the Renewal and Addendum Agreement Details and;

     WHEREAS, Unifyed and Client desire to renew all the agreements listed under “Agreements that are being Renewed” (collectively the “Renewal Agreements”) and;

     WHEREAS, Unifyed and Client desire to renew and amend all the agreements listed under “Agreements that are being Renewed and Amended” (collectively the “Amended Agreements”) and;

     WHEREAS, Unifyed and Client desire to add all the agreements listed under “Agreements that are being Added” (collectively the “Additional Agreements”);

     NOW, THEREFORE, in consideration of the foregoing promises and mutual covenants set forth herein and for other good and valuable consideration, the sufficiency of which is expressly acknowledged, the parties agree as follows:

1. AMENDMENT OF AGREEMENTS:
(a) Amendment of Agreements. This Renewal and Addendum Agreement shall amend and supersede the specific terms and conditions of the Renewal Agreements and Amended Agreements as set forth herein. All other terms and conditions of the Renewal Agreements and Amended Agreements shall remain in full force and effect and are incorporated herein.

By executing this Renewal and Addendum Agreement, Client is agreeing to the scope of work, terms and fees for the Renewal Agreements, Amended Agreements and Additional Agreements as outlined in the respective Schedules referenced in the “Renewal and Addendum Agreement Details”.

(b) Conflicting Terms. In the event there is any conflict or ambiguity between any terms or conditions of this Renewal and Addendum Agreement and terms or conditions of the Renewal Agreements and Amended Agreements, the terms and conditions of this Renewal and Addendum Agreement shall control and prevail.

(c) Fees. Client shall pay all initial and reoccurring Fees in U.S. Dollars (USD). Initial Fees are payable 30 days from the Effective Date as listed under the “Renewal and Addendum Agreement Details”. Recurring Fees are due on the anniversary date of the applicable schedule as listed under the “Renewal and Addendum Agreement Details”. For the Renewal Agreements and Amended Agreements, the Initial Fees will, if applicable, reflect an annual escalation in compliance with the “Annual Percent Increase Reference in MLSA” referenced in the “Renewal and Addendum Agreement Details”.

For the Renewal Agreements, Amended Agreements and Additional Agreements, the Recurring Fees are subject to an annual percent increase in compliance with the “Annual Percent Increase Reference in MLSA” referenced in the “Renewal and Addendum Agreement Details”.

2. RENEWAL OF AGREEMENTS:
By executing this Renewal and Addendum Agreement, Client is hereby agreeing to renew the Renewal Agreements for an Initial Term as listed in the “Agreements that are being Renewed” in the Renewal and Addendum Agreement Details. Thereafter the Renewal Agreements shall renew for identical, successive Term(s) (“Renewal Term”) as listed in the “Agreements that are being Renewed” in the Renewal and Addendum Agreement Details unless Client notifies Unifyed ninety (90) days prior to expiration of the Initial, or any renewal Term of a Renewal Agreement, of its election to not renew.

3. RENEWAL AND ADDENDUM OF AGREEMENTS:
By executing this Renewal and Addendum Agreement, Client is hereby agreeing to renew and amend the Amended Agreements for an Initial Term as listed in the “Agreements that are being Renewed and Amended” in the Renewal and Addendum Agreement Details. Thereafter the Amended Agreements shall renew for identical, successive Term(s) (“Renewal Term”) as listed in the “Agreements that are being Renewed and Amended” in the Renewal and Addendum Agreement Details unless Client notifies Unifyed ninety (90) days prior to expiration of the Initial, or any renewal Term of an Amended Agreement, of its election to not renew.

4. ADDITION OF AGREEMENTS:
By executing this Renewal and Addendum Agreement, Client is hereby agreeing to add the Additional Agreements for an Initial Term as listed in the “Agreements that are being Added” in the Renewal and Addendum Agreement Details. Thereafter the Additional Agreements shall renew for identical, successive Term(s) (“Renewal Term”) as listed in the “Agreements that are being Added” in the Renewal and Addendum Agreement Details unless Client notifies Unifyed ninety (90) days prior to expiration of the Initial, or any renewal Term of an Additional Agreement, of its election to not renew.

Download a copy of Renewal and Addendum Agreement Terms and Conditions

Last updated August 30th, 2018