Business EJBT Template

BUSINESS EJBT AGREEMENT

This Business Elective Joint Benefit Trust Agreement ("Agreement") is made and entered into as of by and between:

RECITALS

WHEREAS, Client Name: desires to establish an elective joint benefit structure to hold certain business assets and to allocate management duties and benefits in accordance with the terms set forth herein;

WHEREAS, Trustee / Administrator Name: has the experience and capacity to act as trustee and administrator of the EJBT and agrees to accept such role subject to the powers and duties established in this Agreement;

WHEREAS, the parties intend that the EJBT serve business, succession and asset-management objectives described in this Agreement and that the arrangement be governed by the terms below.

SCOPE OF WORK

The Trustee shall hold, manage, operate, and, where authorized, dispose of assets contributed to the EJBT for the joint business purposes agreed by the parties. The Trustee shall exercise powers prudently and in good faith for the benefit of the parties and consistent with the fiduciary duties described herein.

PAYMENT TERMS

Consideration for the Trustee's services and for costs related to the EJBT shall be as follows:

Overdue amounts shall incur a late fee of per month (or the maximum permitted by law), plus reimbursement of reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice delivered no fewer than days prior to termination. Immediate termination may be effected by either party for material breach if such breach remains uncured for thirty (30) days after written notice specifying the breach.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public business, financial, technical, operational and strategic information disclosed by a disclosing party to a receiving party in connection with the EJBT. The receiving party shall (i) keep Confidential Information in strict confidence, (ii) not use Confidential Information except as required to perform obligations under this Agreement, and (iii) not disclose Confidential Information to any third party except to advisors bound by confidentiality obligations.

Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) is rightfully obtained by the receiving party from a third party without confidentiality obligations; or (c) is independently developed without use of the disclosing party's Confidential Information. The confidentiality obligations in this section survive termination for a period of five (5) years.

The undersigned acknowledges and agrees to the confidentiality obligations set forth above.

INDEMNIFICATION; LIABILITY

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising from the indemnifying party's negligent acts, willful misconduct, or material breach of this Agreement. The Trustee shall not be liable for acts done in good faith or for errors in judgment, except for gross negligence or willful misconduct.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict-of-law principles. The parties shall attempt in good faith to resolve disputes by negotiation. If unresolved within sixty (60) days, disputes shall be resolved by final and binding arbitration conducted in the county of the governing law state, administered under the applicable arbitration rules agreed upon by the parties.

ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. No amendment, modification or waiver shall be effective unless reduced to writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that the Trustee may assign to an affiliate or successor in interest. Notices under this Agreement shall be in writing and delivered to the addresses set forth in the parties' records or as otherwise provided in writing.

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