Business Branch Agreement

Business Branch Agreement

This Business Branch Agreement (the Agreement) is entered into as of Effective Date: by and between Company Name: with principal address:

and Branch Operator Name: with principal address:

RECITALS

WHEREAS, Company operates a business enterprise and grants authorizations to establish and operate branch locations under its trade names, trademarks, service marks, and business model; and

WHEREAS, Branch Operator desires to operate a branch of Company at Branch Location: and Company is willing to permit such operation subject to the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties agree as follows.

SCOPE OF WORK

Branch Operator shall operate the branch in accordance with Company standards, operating procedures, and the specifications described below. Branch Operator's duties include staffing, customer service, sales, recordkeeping, local marketing, and compliance with applicable laws.

PAYMENT TERMS

In consideration for the rights granted and services rendered, Branch Operator shall pay Company the fees set forth below.

TERM AND TERMINATION

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

Termination for Cause: Either party may terminate this Agreement upon written notice if the other party materially breaches any obligation and fails to cure the breach within Cure Period (days):

Termination for Convenience: Either party may terminate this Agreement without cause upon Prior Notice (days):

CONFIDENTIALITY

Each party acknowledges that during the term of this Agreement it will receive Confidential Information of the other. "Confidential Information" means trade secrets, pricing, financial data, customer lists, supplier lists, processes, technical data, marketing plans, and other non-public information disclosed in connection with this Agreement. Each party shall (a) hold Confidential Information in strict confidence, (b) use it only for performance of this Agreement, and (c) limit disclosure to employees and contractors with a need to know who are bound by confidentiality obligations at least as protective as those herein. Confidential Information does not include information that is publicly known through no fault of the receiving party, independently developed without use of the disclosing party’s Confidential Information, or required to be disclosed by law or valid order of a court or governmental authority upon prior notice to the disclosing party when permitted.

INDEMNIFICATION AND INSURANCE

Indemnification: Branch Operator shall indemnify, defend and hold harmless Company and its officers, directors and agents from and against all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of Branch Operator's operation of the branch, breach of this Agreement, or negligent or willful acts or omissions. Company shall indemnify Branch Operator for claims arising from Company's gross negligence or willful misconduct.

COMPLIANCE; LICENSES

Branch Operator shall obtain and maintain all licenses, permits, approvals and registrations required to operate the branch and shall comply with all laws, ordinances, regulations and codes applicable to its operation. Branch Operator shall provide copies of material licenses and permits to Company upon request.

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.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits or schedules attached hereto, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and representations, whether written or oral. No amendment or modification shall be effective unless in writing and signed by both parties.

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, which shall not be unreasonably withheld; provided, however, Company may assign to an affiliate. Severability: If any provision is held invalid, the remaining provisions shall remain in full force and effect. Waiver: Failure to enforce any provision shall not constitute a waiver of that provision or any other provision.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered by hand, certified mail (return receipt requested), or nationally recognized courier to the addresses set forth below or such other address as either party may designate by notice.

EXECUTION

The parties have executed this Agreement as of the Effective Date first written above.

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