Business Plaza Agreement

Business Plaza Agreement

Effective Date:

Parties

Recitals

WHEREAS, Owner is the fee owner or authorized manager of the outdoor commercial plaza known as (the "Plaza"), located on real property under Owner's control; and

WHEREAS, Operator has expertise in the management, programming, and oversight of plaza business activities and desires to provide services for the operation and promotion of the Plaza under the terms set forth herein; and

WHEREAS, Owner desires to engage Operator, and Operator desires to accept such engagement, to perform the services described in this Agreement in accordance with the terms and conditions set forth below.

Scope of Work

Operator shall perform the following services for the Plaza. Operator shall perform services in a professional manner, in accordance with industry standards, and in compliance with all applicable laws, permits, and regulations.

Payment Terms

Compensation for the services performed by Operator shall be as follows.

Any payment not received within days after the due date shall be subject to a late fee of and interest thereafter at the lesser of 1.5% per month or the maximum rate permitted by law.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the intended termination date.

Either party may terminate this Agreement for cause if the other party materially breaches any obligation hereunder and fails to cure such breach within thirty (30) days after written notice specifying the breach; provided, if the breach is of a nature that cannot reasonably be cured within thirty (30) days, the non-breaching party shall not terminate if the breaching party promptly commences cure and continues diligent efforts to cure.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other relating to business plans, financial information, customer lists, vendor terms, pricing, trade secrets, or technical information, whether disclosed orally, visually, or in writing. Confidential Information does not include information that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement; (b) was known to the receiving party at the time of disclosure; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is rightfully obtained from a third party without restriction.

The receiving party shall (i) hold Confidential Information in confidence and not disclose it to any third party except as permitted herein, (ii) use Confidential Information solely for the performance of this Agreement, and (iii) take reasonable measures to protect Confidential Information from unauthorized use or disclosure. Disclosure required by law is allowed provided the receiving party gives prompt written notice and limits the disclosure to the minimum required.

Indemnification and Insurance

Operator shall indemnify, defend, and hold harmless Owner and its agents from and against any and all claims, liabilities, losses, damages, and expenses (including reasonable attorneys' fees) arising out of Operator's negligence, willful misconduct, or breach of this Agreement. Owner shall indemnify Operator to the extent arising from Owner's negligence or breach of obligations related to title or property ownership.

Each party shall maintain commercial general liability insurance and other coverages as reasonably necessary, naming the other party as an additional insured when applicable, and shall provide certificates of insurance upon request.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to principles of conflict of laws. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for any action arising out of or relating to this Agreement.

Entire Agreement; Amendments

This Agreement, together with any exhibits and written attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

Notices

All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and addressed to the parties at the addresses set forth above (or to such other address that a party may specify in writing). Notices shall be delivered by personal delivery, certified mail (return receipt requested), nationally recognized overnight courier, or certified electronic transmission when receipt is documented.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, sale of substantially all assets, or change of control, provided the assignee assumes the assigning party's obligations.

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