Business Liberty Agreement

Business Liberty Agreement

This Business Liberty Agreement (the "Agreement") is entered into as of by and between:

WHEREAS

WHEREAS, Party A conducts business in the field of , and seeks to obtain certain rights and freedoms to operate its business as described herein;

WHEREAS, Party B has the authority to grant operational liberties, cooperative services, or contractual permissions necessary for Party A to perform the activities set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions governing their respective rights, obligations, and the allocation of risks in connection with the matters set forth in this Agreement.

Scope of Work

Party B shall permit and provide the actions and liberties described below, and Party A shall perform the services and accept the liberties under the terms set forth. The scope is limited to the activities expressly described and any expansion requires written amendment signed by both parties.

Payment Terms

In consideration for the liberties and services described herein, Party A shall pay Party B the amounts and according to the schedule set forth below. All payments are due in lawful money of the jurisdiction unless otherwise agreed in writing.

Any undisputed late payment shall accrue interest at per month (or the maximum permitted by law, if lower), computed from the due date until paid. In addition, the non-prevailing party shall bear any reasonable collection costs, including attorneys' fees.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party.

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within 30 days after receipt of written notice specifying the breach. Termination shall be without prejudice to any rights or obligations accrued prior to termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other, whether oral, written, electronic or other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

The receiving party shall (a) hold the Confidential Information in strict confidence, (b) not disclose it to any third party except as expressly permitted in this Agreement or required by law, and (c) use the Confidential Information solely to perform its obligations under this Agreement. The obligations in this clause do not apply to information that: (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) was known by the receiving party prior to disclosure as evidenced by written records; (iii) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (iv) is rightfully obtained from a third party without restriction.

The confidentiality obligations shall continue for following termination or expiration of this Agreement, except with respect to trade secrets where applicable law provides a longer period of protection.

Representations and Warranties

Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder; that the execution and delivery of this Agreement has been duly authorized by all necessary corporate or other action; and that this Agreement constitutes a valid and binding obligation enforceable against such party in accordance with its terms.

Limitation of Liability

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for incidental, consequential, punitive or special damages, and each party's aggregate liability for claims arising out of or relating to this Agreement shall be limited to direct damages not to exceed the total fees paid or payable under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for resolution of disputes.

Entire Agreement; Amendments

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

Miscellaneous

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

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