Business Hall Letter

BUSINESS HALL LETTER

This Business Hall Letter (the "Agreement") is entered into between the parties identified below on the Effective Date set forth herein.

Parties

Lessor Name:    Lessor Business:

Lessor Address:

Lessee Name:    Lessee Business:

Lessee Address:

Recitals

WHEREAS, Lessor is the owner and operator of the business hall commonly known as the Business Hall and located at the address provided above; and

WHEREAS, Lessee desires to reserve and use the Business Hall for the purpose described in this Agreement and Lessor is willing to grant such use subject to the terms and conditions set forth herein; and

WHEREAS, the parties intend that this Agreement serve as the binding written understanding governing Lessee's use of the Business Hall.

Scope of Use

The Lessee's use is limited to the dates and times expressly confirmed in this Agreement and to the activities described in the Scope of Use. Any change to the scope or additional services must be approved in writing by Lessor and may be subject to additional charges.

Payment Terms

Late payments shall incur a late fee equal to % of the overdue amount per month or the maximum permitted by law, whichever is less. Lessee shall be responsible for all costs of collection, including reasonable attorneys' fees.

Term and Termination

Commencement Date:    Termination Date:

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the intended termination date. Termination for material breach shall be effective if the breaching party fails to cure the breach within 15 days of receipt of written notice specifying the breach, unless a different cure period is set forth herein.

Confidentiality

Each party shall keep confidential all non-public information obtained from the other party in connection with this Agreement that is either marked confidential or would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information does not include information that is (i) already lawfully known to the receiving party, (ii) or becomes publicly available through no fault of the receiving party, or (iii) is required to be disclosed by law or order of a court or governmental authority, provided the receiving party gives prompt notice to the disclosing party to permit a protective order or other remedy.

The receiving party shall use Confidential Information solely for the purposes of performing its obligations under this Agreement, shall limit access to such Confidential Information to employees or agents with a need to know, and shall take reasonable measures to protect such Confidential Information from unauthorized disclosure.

Insurance and Indemnity

Lessee shall procure and maintain, at Lessee's expense, commercial general liability insurance naming Lessor as an additional insured with limits not less than $1,000,000 per occurrence and $2,000,000 aggregate, or such other limits as Lessor may reasonably require. Lessee shall provide proof of such insurance prior to occupancy.

Lessee agrees to indemnify, defend and hold harmless Lessor and its officers, directors, employees and agents from and against all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of Lessee's use of the Business Hall, except to the extent caused by Lessor's gross negligence or willful misconduct.

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 law principles. Venue for any action arising out of this Agreement shall lie exclusively in the state or federal courts located within that state.

Entire Agreement

This Agreement, together with any attachments or written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, understandings 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 shall be delivered to the addresses set forth above or to such other address as either party may designate by written notice. Notices shall be deemed given when delivered in person, by nationally recognized overnight courier, or three days after deposit in the domestic mail, postage prepaid.

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