Business Circuit Template

BUSINESS CIRCUIT TEMPLATE

This Business Circuit Agreement (the "Agreement") is entered into as of Effective Date: by and between

WHEREAS

WHEREAS, Provider is engaged in the business of designing, coordinating, and implementing multi-venue business circuits and promotional networks to facilitate collaboration, marketing, and shared services among participating businesses; and

WHEREAS, Client desires to engage Provider to develop and operate a business circuit (the "Circuit") under the terms set forth herein, and Provider is willing to provide such services pursuant to this Agreement; and

WHEREAS, the parties desire to set forth the scope, payment, confidentiality, and governing provisions that will control their relationship in connection with the Circuit.

1. Scope of Work

Provider shall perform the services described below and in any mutually executed statement of work. Provider will use commercially reasonable efforts to coordinate participating locations, manage scheduling, provide promotional materials, and monitor performance metrics in accordance with industry standards.

2. Payment Terms

Client shall pay Provider fees in accordance with the amounts and schedule below. All fees are exclusive of applicable taxes unless otherwise stated.

Unless otherwise agreed, invoices are due and payable within days of invoice date. Late payments shall bear interest at the lesser of (i) % per month or (ii) the maximum rate permitted by applicable law. Additionally, Client shall pay a late fee of USD for each invoice that remains unpaid past the due date to cover administrative costs.

3. Term and Termination

The term of this Agreement shall commence on Start Date: and continue through End Date: unless sooner terminated as provided herein.

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective termination date. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Provider for all services rendered and reasonable, unrecoverable expenses incurred through the effective date of termination.

4. Confidentiality

Each party (the "Receiving Party") shall hold in confidence and not disclose to any third party any Confidential Information of the other party (the "Disclosing Party") except as necessary to perform obligations under this Agreement. Confidential Information includes non-public business information, participant lists, pricing, trade secrets, technical information, and marketing plans disclosed in connection with the Circuit.

Confidential Information does not include information that (a) is or becomes publicly available through no breach of this Agreement by the Receiving Party; (b) is rightfully received from a third party without an obligation of confidentiality; (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law or valid legal process, provided the Receiving Party gives prompt written notice to the Disclosing Party and cooperates with reasonable efforts to limit the disclosure.

Mutual confidentiality One-way (Provider receives Client confidential information)

5. Intellectual Property and Use of Marks

Unless otherwise agreed in writing, Provider retains all right, title, and interest in any methodologies, templates, marketing collateral, and software used or developed in connection with the Circuit. Client grants Provider a non-exclusive, non-transferable license to use Client trademarks and logos solely for the promotion and operation of the Circuit, subject to Client's trademark usage guidelines.

6. Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, in no event shall either party be liable to the other for indirect, incidental, special, punitive, or consequential damages, including lost profits. Each party's aggregate liability under this Agreement shall not exceed the fees paid by Client to Provider in the six (6) months preceding the claim.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in for resolution of disputes arising out of this Agreement.

8. Entire Agreement

This Agreement, together with any statement of work and attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, communications 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.

9. Miscellaneous

Neither party may assign 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. Notices required under this Agreement shall be given in writing to the addresses set forth above.

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