Business Operations Manifold Outlet

Business Operations Manifold Outlet

This Business Operations Agreement (the Agreement) is made and entered into as of (Effective Date), by and between:

Provider Name:

Provider Address:

Operator Name:

Operator Address:

WHEREAS

WHEREAS, Provider operates or supplies specialized systems and services relating to manifold distribution and operational management (the Services) intended for use in the Outlet; and

WHEREAS, Operator desires to retain Provider to deliver, install, and/or manage the Services at the Business Operations Manifold Outlet location described herein, and Provider agrees to provide such Services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to allocate responsibilities, payment obligations, confidentiality protections and risk between them with respect to the Services.

SCOPE OF WORK

Provider shall perform the Services in a professional and workmanlike manner in accordance with industry standards applicable to manifold systems and outlet operations. Provider shall supply qualified personnel, tools and materials necessary to perform the Services unless otherwise specified in writing.

PAYMENT TERMS

In consideration of the Services, Operator shall pay Provider as follows:

Any undisputed amount not paid when due shall accrue interest at a rate of per month, compounded monthly, or the maximum rate permitted by applicable law, whichever is less. In addition, Operator shall pay any reasonable collection costs, including attorneys' fees, incurred by Provider in collecting overdue amounts.

TERM AND TERMINATION

This Agreement shall commence on and shall continue in full force and effect until 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 proposed 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 from the non-breaching party; provided that payment breaches shall be subject to the Late Payment provisions above.

CONFIDENTIALITY

Each party acknowledges that during the term it may receive Confidential Information of the other party. "Confidential Information" means non-public information marked confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Each party agrees to: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to its employees, contractors or advisors on a need-to-know basis who are bound by confidentiality obligations; and (c) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information does not include information that: (i) is or becomes generally available to the public other than by breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without the use of the other party's Confidential Information; or (iv) is required to be disclosed by law, provided the disclosing party gives prompt notice and cooperates with any lawful effort to limit disclosure.

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 law principles. Exclusive venue for disputes arising under this Agreement shall be the state or federal courts located in that state.

ENTIRE AGREEMENT

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

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors; nothing in this Agreement creates an agency, partnership, employment or joint venture relationship. Each party shall comply with all applicable laws, regulations and permits in performing its obligations.

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