Business Location Documents

BUSINESS LOCATION DOCUMENTS AGREEMENT

This Business Location Documents Agreement (the Agreement) is made effective as of by and between:

Provider Name:

Client Name:

WHEREAS

WHEREAS, Provider is in the business of preparing, organizing and delivering business location documents, including but not limited to site plans, lease exhibits, occupancy documentation, permit coordination documents and related administrative records; and

WHEREAS, Client operates at or intends to operate at the Location Address specified above and desires Provider to prepare and deliver the business location documents necessary for Client's commercial use, regulatory compliance, or lease administration, subject to the terms and conditions of this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows:

SCOPE OF WORK

Provider shall prepare, assemble and deliver the documents and services described below. Deliverables shall be provided in electronic format unless otherwise specified. Provider's duties shall include coordination with Client and third parties where necessary to complete the listed deliverables.

Site plan preparation    Lease exhibits    Permit coordination documents    Occupancy/compliance documents

PAYMENT TERMS

Client shall pay Provider the fees set forth below in exchange for the services and deliverables described in the Scope of Work. All fees are exclusive of taxes unless otherwise stated.

Late payments shall incur a late fee of on any unpaid balance, plus any costs of collection, including reasonable attorney's fees. Provider may suspend performance if payments are more than days overdue.

TERM AND TERMINATION

This Agreement shall commence on and continue until unless earlier terminated in accordance with this Section.

Upon termination, Client shall pay Provider for all services performed and documented expenses incurred through the effective date of termination. Provisions that by their nature survive termination shall survive.

CONFIDENTIALITY

Each party acknowledges that in connection with this Agreement it may receive Confidential Information of the other party. "Confidential Information" means nonpublic information identified as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, ought reasonably to be treated as confidential.

The receiving party shall (i) hold Confidential Information in strict confidence, (ii) not disclose Confidential Information to any third party except as permitted herein, and (iii) use Confidential Information solely to perform its obligations under this Agreement. Confidential Information does not include information that is or becomes generally available to the public through no wrongful act of the receiving party, is rightfully received from a third party without restriction, or is independently developed without use of the disclosing party's Confidential Information.

The confidentiality obligations set forth herein shall survive termination or expiration of this Agreement for a period of three (3) years, except for trade secrets which shall remain protected for so long as they qualify as trade secrets.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Client shall indemnify, defend and hold Provider harmless from and against any third-party claims arising out of Client's use of the deliverables, Client's operations at the Location Address, or Client-provided information, except to the extent such claims arise from Provider's gross negligence or willful misconduct.

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT.

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 agree that disputes shall be resolved in the state or federal courts located in that state.

ENTIRE AGREEMENT

This Agreement, together with 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, representations and understandings, whether written or oral. Any amendment to this Agreement must be in writing and signed by both parties.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or successor in interest. Notices required under this Agreement shall be in writing and delivered to the addresses of the parties set forth below or to such other address as a party designates in writing.

The parties have executed this Agreement by their duly authorized representatives as of the dates set forth below.

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