Business Addition Contract

BUSINESS ADDITION CONTRACT

This Business Addition Contract (the Agreement) is made and entered into as of Effective Date: , by and between Client Name: (Client), Client Business Name: and Provider Name: Provider Business Name: (Provider). Client and Provider are each a Party and together the Parties.

RECITALS

WHEREAS, Client operates a business engaged in the provision of goods and services within its established business lines and seeks to expand by adding a new business line, location, or corporate unit (the Addition); and

WHEREAS, Provider represents that it possesses the expertise, personnel, and resources necessary to plan, facilitate, and perform the work required to implement the Addition in accordance with the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the Parties agree as follows.

SCOPE OF WORK

Provider shall perform the services necessary to effectuate the Addition as described below. Provider's duties include project management, design consultation, regulatory compliance assistance where applicable, procurement coordination, installation oversight, and training of Client personnel as required to commission the Addition.

PAYMENT TERMS

Client shall pay Provider for the services described in this Agreement in accordance with the following payment terms.

All payments shall be made in lawful currency of the applicable jurisdiction. Client is responsible for any sales, use, value-added, or similar taxes arising from the transactions contemplated by this Agreement unless a valid exemption applies.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: , unless earlier terminated in accordance with this Agreement.

Either Party may terminate this Agreement for convenience upon written notice to the other Party delivered at least days prior to the effective date of termination. Either Party may also terminate for material breach if the breaching Party fails to cure the breach within thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of the obligation to pay amounts earned by Provider through the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means non-public, proprietary, or commercially sensitive information disclosed by one Party (Discloser) to the other Party (Recipient), whether disclosed orally, in writing, or by inspection. Confidential Information includes, without limitation, business plans, financial information, technical data, customer lists, and trade secrets related to the Addition.

Recipient shall (a) maintain Confidential Information in strict confidence using at least the same degree of care used to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information solely to perform obligations and exercise rights under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. Confidential Information shall not include information that is or becomes generally available to the public other than by a breach of this Agreement, independently developed by Recipient without use of Discloser's Confidential Information, or lawfully obtained from a third party without restriction.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict-of-law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including all exhibits and 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.

MISCELLANEOUS

Neither Party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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