Business Facility Agreement

BUSINESS FACILITY AGREEMENT

This Business Facility Agreement (the "Agreement") is made effective as of by and between:

RECITALS

WHEREAS, Provider owns, operates, or controls the business facility described above for commercial activities and related services; and

WHEREAS, Recipient requires access to or use of the facility for the business purposes set forth herein, subject to Provider's rules, reasonable scheduling, and applicable law; and

WHEREAS, the parties desire to define the rights, obligations, and payment terms associated with the provision and use of the facility under the terms of this Agreement.

SCOPE OF FACILITY USE

Provider grants Recipient a non-exclusive, revocable license to use the facility solely for the activities described below and in accordance with the terms of this Agreement. Use beyond the scope described below requires prior written consent from Provider.

PAYMENT TERMS

Recipient shall pay Provider the fees and charges set forth in this section in consideration for the facility use. Fees are exclusive of all taxes and assessments unless otherwise stated.

Monthly Quarterly One-time Other:

Payments are due within days of invoice. Accepted methods:

Unpaid amounts shall bear interest at a rate of (or the maximum permitted by law). Recipient shall also be responsible for reasonable collection costs, including attorneys' fees, incurred by Provider in enforcing payment.

TERM AND TERMINATION

The term of this Agreement shall commence on and continue until , unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered not less than days prior to the proposed termination date. Provider may terminate immediately for material breach, nonpayment, illegal activity on the premises, or material safety violations by Recipient.

CONFIDENTIALITY

"Confidential Information" means non-public business, technical or financial information disclosed by one party to the other, whether disclosed orally or in writing and marked or otherwise identified as confidential. Each party shall: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except to its employees, agents or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) use Confidential Information solely for performance under this Agreement. Confidential Information does not include information that: (i) is or becomes generally known to the public through no fault of the receiving party; (ii) was known to the receiving party prior to disclosure; (iii) is rightfully received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed without use of the disclosing party's Confidential Information.

The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

INSURANCE, INDEMNITY, AND SAFETY

Recipient shall maintain commercial general liability insurance and other insurance reasonably required by Provider with minimum limits described as follows:

Recipient shall indemnify, defend and hold harmless Provider and its officers, agents and employees from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of Recipient’s use of the facility, except to the extent caused by Provider's negligence or willful misconduct.

COMPLIANCE; MAINTENANCE; ACCESS

Recipient shall comply with all applicable laws, regulations, and Provider policies while on the premises. Recipient shall maintain the facility areas used in a clean, orderly condition and shall be responsible for repair or replacement of any damage caused by its employees, contractors or invitees beyond normal wear and tear. Provider may enter the facility for inspection, maintenance, or emergency purposes upon reasonable notice, except in cases of immediate danger when no notice is required.

DEFAULT AND REMEDIES

A party shall be in default if it materially breaches any covenant or obligation hereunder and fails to cure such breach within thirty (30) days after written notice, or immediately if the breach cannot reasonably be cured within thirty (30) days and the breaching party fails to commence cure within that period. Remedies available to the non-defaulting party include termination, recovery of damages, injunctive relief, and any other remedies available at law or equity.

GOVERNING LAW

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

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings, whether written or oral. No amendment or modification of this Agreement will be effective unless made 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 set forth herein or such other address as a party may designate by written notice. Notices shall be deemed given on receipt if delivered personally or by recognized overnight courier, or three (3) business days after deposit in the mail, postage prepaid.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. The failure of either party to enforce any provision will not constitute a waiver of future enforcement of that or any other provision. Assignment of this Agreement by Recipient is prohibited without Provider's prior written consent, which consent shall not be unreasonably withheld.

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