Business Intent to Operate

BUSINESS INTENT TO OPERATE

Parties

Business Name:

Recitals

WHEREAS, the undersigned Business intends to commence or expand operations described herein at the location identified above or at an agreed site; and

WHEREAS, the Business and the Counterparty desire to set forth the material terms, commitments and conditions under which the Business will operate, secure necessary approvals, and exchange consideration as specified in the Payment Terms below; and

WHEREAS, the Parties intend that this Business Intent to Operate will serve as a binding statement of their mutual intent to proceed in good faith to finalize any required agreements and to commence operations consistent with the Scope of Work and terms set forth herein.

Scope of Work

The Business will perform the following activities and services in connection with its intended operation. The description below identifies the primary activities and deliverables; parties may append attachments that further define technical or operational details.

Operational Details

Proposed Start Date:    Anticipated Hours of Operation:

Payment Terms

Consideration payable by the Counterparty to the Business for establishment or continued operation shall be as follows.

Late Payment Fee (if any):   Grace Period (days):

Term and Termination

Term: This Intent shall commence on the Start Date and continue until the End Date unless earlier terminated in accordance with this section.

Start Date:   End Date:

Either Party may terminate this Intent for convenience by providing written notice to the other Party no fewer than days prior to the intended termination date. Immediate termination may occur for material breach if the breaching Party fails to cure the breach within a commercially reasonable cure period of days after written notice.

Confidentiality

Each Party acknowledges that during negotiations and performance it may receive Confidential Information of the other Party. "Confidential Information" means non-public information disclosed in any form that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Each Party agrees (a) to use Confidential Information solely for the purposes of performing obligations under this Intent; (b) to restrict disclosure of Confidential Information to employees, agents or contractors who have a need to know and who are bound to confidentiality obligations at least as protective as those herein; and (c) to take reasonable measures to protect Confidential Information from unauthorized use or disclosure. The obligations of confidentiality shall survive termination of this Intent for a period of three (3) years.

Representations; Compliance

Each Party represents and warrants that it has the authority to enter into this Intent, that the execution of this Intent does not violate any agreement to which it is bound, and that it will perform its obligations in compliance with applicable laws, permits, and regulations. The Business will be responsible for obtaining any licenses, permits or approvals required for operation unless otherwise agreed in writing.

Governing Law

This Intent shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles.

Entire Agreement

This Intent constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals and communications, whether written or oral. No modification of this Intent shall be effective unless executed in writing by both Parties.

Miscellaneous

If any provision of this Intent is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither Party may assign its rights under this Intent without the prior written consent of the other Party, except to a successor in interest by merger or sale of substantially all assets.

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