Business Opener

Business Opener Agreement

This Business Opener Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: and Provider Name: .

Recitals

WHEREAS, Client Name: intends to open, develop and commence operations of a business enterprise offering goods and/or services as described in the Scope of Work below; and

WHEREAS, Provider Name: represents that it has the experience, skill and personnel necessary to perform the services required to open and prepare the business for operation; and

WHEREAS, the parties desire to set forth the terms and conditions by which Provider will perform such services and Client will compensate Provider.

Scope of Work

Provider shall perform the services and deliverables necessary to open and prepare the business for operation, which may include site evaluation, permit coordination, vendor onboarding, equipment procurement, staffing consultation, program setup, training, and related tasks as agreed in writing. Detailed description:

Payment Terms

Unless otherwise agreed in the Payment Schedule, Client shall pay Provider the Total Fee in accordance with the following standard terms: payments are due within days of invoice. Provider shall invoice Client upon completion of specified milestones or on the schedule set forth in the Payment Schedule. Client is responsible for all sales, use and other taxes arising from the transactions under this Agreement.

All late payments shall accrue interest at the rate specified above and Client shall reimburse Provider for all collection costs, including reasonable attorneys' fees, incurred in collecting overdue amounts.

Term and Termination

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 written notice to the other party delivered at least days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the nature of the breach.

Upon termination, Provider shall deliver to Client all work in progress and Client shall pay Provider for all services performed and costs incurred through the effective date of termination, including reasonable wind‑down costs if applicable.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party to the other that is designated as confidential or that reasonably would be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to, business plans, financial information, trade secrets, vendor lists, customer information, pricing, and proprietary processes.

Each party agrees (a) to hold in confidence and not disclose Confidential Information of the other party except to employees, agents or subcontractors with a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (b) to use Confidential Information solely for performance under this Agreement. The obligations in this Section shall not apply to information that (i) is or becomes public through no fault of the receiving party; (ii) was rightfully in the receiving party's possession prior to disclosure; (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, provided the receiving party gives prompt written notice and cooperates in any lawful attempt to limit the disclosure.

The parties acknowledge that breach of this confidentiality provision may cause irreparable harm for which monetary damages may be an inadequate remedy; accordingly, in addition to any other remedy, the disclosing party shall be entitled to seek injunctive relief to prevent breaches or threatened breaches.

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 consent to the exclusive jurisdiction and venue of the state and federal courts located in for any dispute arising out of or related to this Agreement.

Indemnification

Each party (the Indemnifying Party) shall indemnify, defend and hold harmless the other party (the Indemnified Party) from and against any third‑party claims, liabilities, losses or damages (including reasonable attorneys' fees) arising out of the Indemnifying Party's gross negligence, willful misconduct, or material breach of this Agreement.

Entire Agreement; Amendments

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals, negotiations and communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign this Agreement without the other party's prior written consent, except that Provider may assign this Agreement to an affiliate or in connection with a sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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