Business Owners Section

BUSINESS OWNERS SECTION

This Business Owners Section (this "Section") is entered into as of by and between Company Name: and Owner Representative: .

WHEREAS

WHEREAS, Company Name is the duly organized business responsible for operation, management, and administration of the business described herein, and holds certain rights, intellectual property, and goodwill associated with the business operations;

WHEREAS, Owner Representative represents the beneficial owner or owners of Company Name and has made specified capital contributions and accepted certain fiduciary duties and obligations in connection with ownership and management; and

WHEREAS, the parties desire to set forth the roles, ownership allocations, capital contributions, distributions, confidentiality obligations, and other terms governing the ownership relationship in a manner that protects the business and clarifies rights and obligations of the owners.

SCOPE OF WORK

OWNER INFORMATION

Owner 1 — Full Legal Name:

Owner 2 — Full Legal Name:

PAYMENT TERMS

Distributions to owners shall be made in accordance with ownership percentages and as set forth below. All monetary amounts shall be denominated in lawful currency.

If any distribution or payment due to an owner is not paid within seven (7) days after the due date, the delinquent amount shall incur the agreed late fee set forth above, plus any costs of collection, including reasonable attorneys' fees, as permitted by law.

TERM AND TERMINATION

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

Either party may terminate this Section for material breach that remains uncured for the notice period specified above. Upon termination, distributions and obligations that accrued prior to the effective termination date shall survive and remain payable in accordance with the terms hereof.

CONFIDENTIALITY

Each party shall maintain in strict confidence all proprietary, financial, operational and other non-public information disclosed by the other party in connection with this Section ("Confidential Information"). Confidential Information shall not include information that: (a) is or becomes generally available to the public through no fault of the receiving party; (b) was known to the receiving party prior to disclosure as evidenced by written records; or (c) is rightfully received from a third party without restriction.

The receiving party shall use Confidential Information only for purposes expressly authorized in this Section and shall not disclose such information to any third party except to its employees, agents, or professional advisors who have a strict need to know and who are bound by confidentiality obligations at least as restrictive as those herein. A party may disclose Confidential Information pursuant to a validly issued subpoena or court order only after providing prompt written notice to the disclosing party and taking reasonable steps to limit disclosure and seek protective measures.

Breach of this confidentiality provision shall entitle the non-breaching party to equitable relief, including injunctive relief, in addition to any other remedies at law or in equity.

GOVERNING LAW

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

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power and authority to enter into this Section, that the person signing below on its behalf is duly authorized, and that this Section constitutes a valid and binding obligation enforceable against such party in accordance with its terms. Each owner further represents that the ownership percentage, capital contribution and other information provided in this Section are true and complete to the best of the owner's knowledge.

ENTIRE AGREEMENT

This Section, together with any documents expressly incorporated by reference herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, whether written or oral. No modification, amendment, or waiver of any provision of this Section shall be effective unless made in writing and signed by both parties.

ADDITIONAL PROVISIONS

Severability: If any provision of this Section is held to be invalid, illegal or unenforceable, the remainder of this Section shall remain in full force and effect to the maximum extent permitted by law.

Survival: Provisions which by their nature should survive termination or expiration of this Section shall so survive, including but not limited to obligations of confidentiality, payment obligations, and indemnities.

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