Business Expansion Template

BUSINESS EXPANSION AGREEMENT

This Business Expansion Agreement ("Agreement") is made and entered into as of by and between:

Company Name:     Representative:

Partner Name:     Representative:

RECITALS

WHEREAS, Company is engaged in the business of providing its products and services and intends to expand operations into new geographic markets and service lines as described herein; and

WHEREAS, Partner possesses local market knowledge, personnel, and resources that will facilitate the efficient establishment and scaling of the expansion initiatives; and

WHEREAS, the parties desire to set forth the terms and conditions under which Company will engage Partner to perform activities necessary to implement the expansion plan.

SCOPE OF WORK

Services shall include, without limitation, site selection; regulatory filings; recruitment and training of personnel; procurement and setup of facilities and technology; local marketing coordination; and such other tasks as mutually agreed in writing.

PAYMENT TERMS

All invoices are payable within days of invoice date. Late payments shall bear interest at the lesser of (a) an annual rate of per month or (b) the maximum rate permitted by applicable law, and the non-paying party shall be responsible for reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon days' written notice. Either party may terminate immediately upon written notice in the event of a material breach by the other party that remains uncured after thirty (30) days' written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to the effective date of termination.

CONFIDENTIALITY

Each party agrees that Confidential Information disclosed by the other party shall be kept strictly confidential and used solely to perform under this Agreement. Confidential Information does not include information that is (a) already known to the receiving party without restriction, (b) publicly available through no fault of the receiving party, (c) rightfully received from a third party without breach of obligation, or (d) independently developed without use of Confidential Information. The obligations set forth in this section shall survive termination of this Agreement for .

INTELLECTUAL PROPERTY

Except as otherwise agreed in writing, all intellectual property created specifically for Company pursuant to this Agreement shall be owned by Company upon full payment. Partner hereby assigns to Company all right, title and interest in such work product and shall execute instruments reasonably requested to effectuate such assignment. Pre-existing intellectual property of either party remains the sole property of that party.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement, except to the extent caused by the indemnitee's negligence or misconduct.

COMPLIANCE WITH LAW

Each party shall perform its obligations hereunder in compliance with all applicable laws, regulations and ordinances, including without limitation labor, environmental, tax and licensing requirements. Parties shall obtain and maintain all permits and approvals necessary to perform their respective obligations.

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 agree that disputes arising under this Agreement shall be resolved in the courts located within that state unless the parties agree in writing to alternative dispute resolution.

ENTIRE AGREEMENT

This Agreement, including any exhibits and written amendments 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 and communications, whether oral or written. No modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses stated above (or to such other address as a party may specify in writing) and shall be deemed given when delivered personally, by overnight courier, or three (3) days after deposit in the mail with postage prepaid.

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