Business Asset Relationship

Business Asset Relationship Agreement

This Business Asset Relationship Agreement ("Agreement") is made and entered into as of Effective Date: by and between Party A Name: and Party B Name: .

Recitals

WHEREAS, Party A is the legal owner or lawful custodian of certain business assets, including tangible and intangible assets, described herein; and

WHEREAS, Party B has expertise in managing, monetizing, or otherwise utilizing such assets under the terms set forth in this Agreement; and

WHEREAS, the Parties desire to define their respective rights, obligations, compensation and confidentiality obligations with respect to the assets and the relationship established by this Agreement.

Scope of Work

1. Engagement. Party A engages Party B, and Party B accepts engagement, to perform the services and duties described below with respect to the business assets identified in this Agreement. The services shall include management, maintenance, licensing, marketing, sale, or other agreed activities as specified in the description of assets and services.

Payment Terms

1. Consideration. In consideration for the services and rights granted herein, Party A shall pay Party B a fee as set forth below. The Parties agree that the total consideration for the initial period is: $

2. Due Dates. First payment due on: . Subsequent payments due according to the Payment Schedule above.

3. Late Payment. Any amount not paid within days after the due date shall incur a late fee of of the overdue amount, and interest thereafter shall accrue at per month, or the maximum rate permitted by law, whichever is less.

Term and Termination

1. Term. The term of this Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated as provided herein.

2. Termination for Convenience. Either Party may terminate this Agreement without cause by providing written notice to the other Party at least days prior to the intended termination date.

3. 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.

Confidentiality

1. Definition. "Confidential Information" means all non-public information disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

2. Obligation. The Receiving Party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with at least 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, advisors or subcontractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those contained herein.

3. Exceptions. Confidential Information does not include information that: (a) is or becomes generally available to the public other than as a result of a breach by the Receiving Party; (b) was known by the Receiving Party prior to disclosure as evidenced by written records; (c) is rightfully received from a third party without a duty of confidentiality; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

4. Injunctive Relief. The Parties acknowledge that a breach of this Confidentiality provision may cause irreparable harm for which monetary damages would be inadequate and agree that the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedy available at law or in equity.

Representations, Warranties and Liability

Each Party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Except as expressly set forth in this Agreement, neither Party makes any other warranty, express or implied. Neither Party shall be liable to the other for any consequential, incidental, special or punitive damages, except for liability arising from gross negligence, willful misconduct, fraud, or breach of the Confidentiality obligations.

Governing Law and Venue

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 submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising under this Agreement.

Entire Agreement; Amendment

This Agreement, including any exhibits and attachments hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings of the Parties, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

Miscellaneous

1. Assignment. 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 in connection with a merger, sale of substantially all assets, or corporate reorganization provided the assignee assumes the assigning Party's obligations.

2. Notices. All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above, or to such other address as a Party may designate by written notice to the other Party.

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