Business Borders Document

BUSINESS BORDERS AGREEMENT

This Business Borders Agreement ("Agreement") is made and entered into as of Effective Date: by and between the parties identified below.

Parties

Recitals

WHEREAS, Company A is engaged in the operation, distribution and commercial use of certain services and products within specified territorial boundaries and seeks to define and protect the geographic and commercial borders in which it may operate; and

WHEREAS, Company B has business interests adjacent to or overlapping those territories and both parties desire to establish a mutual understanding regarding territorial allocations, business activities permitted at or across the borders between their respective markets, and procedures for resolving disputes that arise at those borders; and

WHEREAS, the parties intend by this Agreement to set forth binding obligations concerning the delineation of border areas, responsibilities for signage, customer communications, non-interference covenants, and payment for any demarcation or administrative services as set forth below.

Scope of Work

The parties agree the following scope of work shall govern activities at and across the agreed business borders. The parties shall perform the obligations described below in good faith and in accordance with commercial standards.

The parties shall cooperate on mapping the border lines, posting or removing signage, training front-line staff regarding referral and non-solicitation practices, and coordinating any public communications that specifically reference the border areas identified in this Agreement. Any modifications to the defined borders shall be documented in writing and signed by authorized representatives of both parties.

Payment Terms

In consideration for the services and demarcation work described in this Agreement, Company (payer) shall pay Company (payee) the amounts and on the schedule set forth below.

All amounts shall be invoiced in writing and are due within the payment period specified above. Interest on overdue amounts shall accrue at the Late Payment Fee rate from the invoice due date until paid in full. In the event of disputed invoiced amounts, the undisputed portion shall remain payable pending resolution.

Term and Termination

This Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve either party of liability for breaches occurring prior to termination. Sections addressing confidentiality, indemnification, payment of accrued sums, and governing law shall survive termination for the periods specified therein.

Confidentiality

Each party (the "Receiving Party") shall keep confidential all non-public information, materials, designs, maps, customer lists, pricing, and other business information disclosed by the other party (the "Disclosing Party") in connection with this Agreement ("Confidential Information"). Confidential Information shall not include information that: (a) is or becomes generally available to the public other than by breach of this Agreement; (b) was rightfully in the Receiving Party's possession prior to disclosure; (c) is lawfully received from a third party without breach of an obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall protect Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event with less than reasonable care, and shall use Confidential Information only to perform its obligations under this Agreement. Confidentiality obligations shall survive termination or expiration of this Agreement for a period of three (3) years, except for trade secrets which shall be protected for as long as such information qualifies as a trade secret under applicable law.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice of law rules. The parties submit to the exclusive jurisdiction of the courts located in for disputes arising out of or relating to this Agreement.

Miscellaneous

Assignment: Neither party may assign or delegate its rights or obligations 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, acquisition, or sale of substantially all of its assets provided that the assignee assumes all obligations hereunder.

Amendment and Waiver: No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. A waiver of any breach shall not constitute a waiver of any subsequent breach.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid provision shall be replaced by a valid provision that comes closest to the parties' intent.

Entire Agreement

This Agreement, together with any exhibits or written amendments signed by authorized representatives of the parties, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations, and representations, whether written or oral.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth in the Parties section above, or to such other address as a party may designate by written notice. Notices shall be deemed given upon delivery if delivered personally, by nationally recognized overnight courier, or by certified mail, return receipt requested.

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