Business Handle Description

BUSINESS HANDLE DESCRIPTION

This Business Handle Description (the Agreement) is made and entered into as of by and between:

WHEREAS

WHEREAS, Owner is the lawful proprietor of the business name, trade name, and associated identifiers described below (the Business Handle), and has authority to grant licenses or assign rights in that Business Handle;

WHEREAS, Recipient desires to obtain a limited right to use or to receive a description of the Business Handle for commercial identification, marketing, registration, or record purposes as set forth herein; and

WHEREAS, the parties desire to set forth the scope, conditions, payment, and other terms governing the use, description, and any limited assignment of the Business Handle.

BUSINESS HANDLE DETAILS

SCOPE OF WORK

Owner will provide a written description and specifying material for the Business Handle, including permitted stylizations, logos, and authorized variations. Recipient may use the supplied description strictly as permitted under this Agreement.

PAYMENT TERMS

In consideration for the description, license, and other obligations set forth in this Agreement, Recipient shall pay Owner the amounts and according to the schedule below.

TERM AND TERMINATION

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

Either party may terminate for material breach on written notice if the breaching party fails to cure within the notice period. Termination shall not relieve Recipient of payment obligations accrued prior to termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" includes non-public information regarding the Business Handle, related marketing strategies, stylizations, logo files, and any proprietary guidance disclosed by Owner. Recipient shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to exercise rights granted under this Agreement; and (c) not disclose Confidential Information to third parties except to those employees, agents, or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein.

Confidentiality obligations shall not apply to information that: (i) is or becomes public through no act or omission of Recipient; (ii) is rightfully received from a third party without breach; (iii) is independently developed by Recipient; or (iv) is required to be disclosed by law, provided Recipient gives prior written notice to Owner and limits disclosure to the extent legally required.

OWNERSHIP; LICENSE; RESTRICTIONS

Owner retains all right, title, and interest in and to the Business Handle and any goodwill associated therewith. Except as expressly set forth herein, no conveyance of ownership is made. Owner grants Recipient a limited, non-exclusive, non-transferable license to use the Business Handle as described in Scope of Work, subject to compliance with the usage guidelines provided by Owner.

REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION

Owner represents and warrants that it has the right to grant the rights described herein and that, to Owner's knowledge, the Business Handle does not infringe third-party rights. Recipient represents that its intended use will comply with applicable law and the terms of this Agreement.

Each party shall indemnify, defend, and hold harmless the other from and against all liabilities, losses, damages, and expenses (including reasonable attorneys' fees) arising from a breach of its representations, warranties, or covenants in this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or attachments expressly referenced herein, constitutes the entire agreement between the parties concerning the subject matter and supersedes all prior proposals, negotiations, representations, and agreements, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by both parties.

MISCELLANEOUS PROVISIONS

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 its rights or obligations without the prior written consent of the other, except that Owner may assign to an affiliate or buyer of substantially all of its business assets.

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