Business DRIT LP Template

Business DRIT LP Template

Parties and Effective Date

Effective Date:

Recitals

WHEREAS, Business Name: operates in the business of providing certain services or assets and desires to retain DRIT LP to perform services and/or provide investment capital on the terms set forth in this Agreement;

WHEREAS, DRIT LP Name: has experience and capacity to provide the services and/or capital described herein and is willing to do so in accordance with the terms of this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Scope of Work

Payment Terms

Compensation: Client shall pay DRIT LP the Total Amount set forth below in consideration for performance under this Agreement.

Term and Termination

Term: This Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this Section.

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Each party acknowledges that in the course of performance it may receive or have access to Confidential Information of the other party. "Confidential Information" means non-public information disclosed by a 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.

Obligations: The receiving party shall (i) use Confidential Information only for the purposes of performing under this Agreement; (ii) restrict disclosure to employees, agents or permitted advisors with a need to know; and (iii) protect Confidential Information with at least the same degree of care used to protect its own confidential information but no less than reasonable care.

Exclusions: Confidential Information does not include information that is or becomes publicly available through no breach of this Agreement, is rightfully received from a third party without obligation of confidentiality, or is independently developed without use of Confidential Information.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of laws principles.

Notices

All notices, requests, consents and other communications required or permitted hereunder shall be in writing and shall be deemed to have been given when delivered personally, sent by nationally recognized overnight courier, or sent by certified mail, return receipt requested, to the addresses set forth below or to such other address as either party may designate by notice to the other.

Miscellaneous Provisions

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that DRIT LP may assign to an affiliate or successor in interest in connection with a sale of substantially all of its assets or business related to this Agreement.

Amendments: No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Entire Agreement

This Agreement, including all exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties relating thereto.

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