Business Name Variation

BUSINESS NAME VARIATION AGREEMENT

This Business Name Variation Agreement ("Agreement") is made effective as of by and between the following parties.

Parties

Recitals

WHEREAS, Owner is duly organized and existing under the laws of the state of and currently conducts business under the legal name and the trade name .

WHEREAS, Owner desires to adopt and use a variation of its business name for the limited purposes set forth in this Agreement, namely the variation: (the "Name Variation").

WHEREAS, Representative has the expertise and authority to prepare required filings, notifications and branding materials to effectuate the Name Variation and Owner wishes to engage Representative for such services under the terms below.

Scope of Work

Representative shall provide the services described above, which may include preparing and filing trade name or fictitious name registrations, preparing required notices, advising Owner regarding use of the Name Variation, and coordinating with third parties to effectuate branding changes. Representative will act only as agent to carry out these services and will not assume ownership of Owner's intellectual property.

Payment Terms

All fees are exclusive of taxes and filing fees, which shall be charged to Owner. Payments not received within the period specified in the payment schedule are subject to the Late Fee above and interest at the maximum lawful rate if unpaid after thirty (30) days. Representative may suspend performance if payments are delinquent beyond fifteen (15) days after written notice.

Term and Termination

This Agreement commences on the Commencement Date and continues until the earlier of the Expiration Date or termination by either party upon providing the termination notice described above. Termination shall not relieve Owner of the obligation to pay fees for services performed and costs incurred through the effective date of termination. Upon termination, Representative shall deliver all completed work and reasonable work in progress to Owner and shall render a final invoice.

Confidentiality

For purposes of this Agreement, "Confidential Information" means nonpublic information disclosed by either party, whether oral, written or electronic, relating to business operations, financial information, customer lists, branding strategies, or other proprietary matters. Representative and Owner each agree to: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform obligations under this Agreement; and (c) restrict disclosure to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein. Confidential Information does not include information that is or becomes generally available to the public other than through a breach of this Agreement, that was known to the receiving party prior to disclosure, or that is rightfully obtained from a third party without restriction.

Upon termination or upon Owner's written request, Representative shall promptly return or destroy all Confidential Information and certify in writing that such materials have been returned or destroyed, except to the extent retention is required by law or bona fide backup procedures.

Representations and Warranties

Each party represents and warrants that it has full authority to enter into this Agreement and to perform its obligations hereunder. Owner represents that the proposed Name Variation does not infringe the rights of third parties to the best of Owner's knowledge and that Owner will indemnify Representative for claims arising from Owner's breach of that representation.

Limitation of Liability

Except for willful misconduct or gross negligence, neither party shall be liable to the other for incidental, consequential, special or punitive damages arising out of this Agreement. Representative's aggregate liability for claims arising under this Agreement shall not exceed the fees paid by Owner to Representative 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 conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that state for disputes arising under this Agreement.

Entire Agreement

This Agreement, including any exhibits or attachments executed contemporaneously, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral. Any amendments or modifications must be in a writing signed by both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except that Owner may assign this Agreement to an affiliate or in connection with a sale of substantially all of Owner's assets to which this Agreement pertains. Notices shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by notice in accordance with this paragraph.

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