Business Holding Agreement

BUSINESS HOLDING AGREEMENT

This Business Holding Agreement (the Agreement) is entered into as of Date: by and between Holder Name: and Owner Name: .

RECITALS

WHEREAS, Owner is the legal owner of certain business interests, equity and assets described herein and desires to have Holder hold and safeguard such interests pursuant to the terms and conditions set forth in this Agreement;

WHEREAS, Holder is willing to accept and hold those business interests on behalf of Owner and to undertake certain limited duties, powers and obligations as set forth below, subject to the express limitations and instructions of Owner and this Agreement; and

WHEREAS, the parties desire to set forth their respective rights, obligations, compensation and other material terms in writing to avoid disputes and protect confidential and proprietary information.

PARTIES' CONTACT INFORMATION

SCOPE OF WORK

Holder shall act as a custodian and manager of the business interests described below and shall perform only those duties expressly authorized in this Agreement or in subsequently executed written instructions signed by Owner.

PAYMENT TERMS

As full and fair compensation for Holder's services, Owner shall pay Holder the Amount: $ pursuant to the following schedule and conditions.

Late payments shall bear interest at the rate of % per month, or the maximum rate permitted by applicable law, whichever is less. Owner shall also be responsible for reasonable collection costs, including attorneys' fees, incurred by Holder in enforcing payment obligations.

TERM AND TERMINATION

The term of 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 Notice Period of days' prior written notice to the other party. Termination for cause shall be effective immediately upon written notice where the non‑breaching party identifies a material breach that remains uncured for a period of 15 days following notice of such breach.

CONFIDENTIALITY

For the duration of this Agreement and for a period of years thereafter, each party shall hold in confidence and not disclose to third parties any Confidential Information of the other party. "Confidential Information" includes, without limitation, business plans, financial data, ownership records, trade secrets, customer lists and any information reasonably designated as confidential by the disclosing party. The obligations herein shall not apply to information that (i) is or becomes publicly available other than by breach of this Agreement, (ii) was lawfully in the receiving party's possession prior to disclosure, or (iii) is required to be disclosed by law, provided that the receiving party gives prompt written notice to the disclosing party to allow for protective measures.

REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION

Each party represents and warrants that it has full power and authority to enter into this Agreement and that the execution and performance of this Agreement will not violate any agreement to which it is a party. Owner represents that it has good and marketable title to the interests placed in Holder's custody, subject to any encumbrances disclosed in writing prior to the Effective Date.

Owner agrees to indemnify and hold harmless Holder from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of Owner's breach of any representation, warranty or covenant in this Agreement or arising from the underlying assets or business interests being held, except to the extent such claims arise from gross negligence or willful misconduct of Holder.

GOVERNING LAW; DISPUTE RESOLUTION

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. Any dispute arising out of or relating to this Agreement shall be resolved first by good faith negotiation between senior representatives of the parties, and if unresolved within 30 days, through binding arbitration in the agreed governing jurisdiction, unless the parties mutually agree in writing to pursue judicial remedies.

MISCELLANEOUS

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Holder may assign to an affiliate or successor in interest provided such assignee assumes Holder's obligations in writing.

Amendment: This Agreement may be amended only by a written instrument signed by both parties.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

ENTIRE AGREEMENT

This Agreement, including any attachments and written instructions executed in accordance with its terms, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person, by nationally recognized overnight courier, or three (3) business days after deposit in the United States mail, postage prepaid, to the addresses and contacts provided in this Agreement or as otherwise notified in writing.

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