Business Pod Template

BUSINESS POD TEMPLATE

This Business Pod Agreement (the Agreement) is entered into as of between Client Name: and Provider Name: .

WHEREAS

WHEREAS, Client Name: desires to procure certain business pod services consisting of workspace, access to shared resources, and collaborative support; and

WHEREAS, Provider Name: operates and manages the Business Pod and is willing to provide such services under the terms set forth herein.

SCOPE OF WORK

Provider will perform the services described below for Client pursuant to the terms of this Agreement. Provider shall perform services in a professional manner consistent with industry standards.

PAYMENT TERMS

All fees are payable in United States Dollars unless otherwise agreed in writing. Client shall reimburse Provider for reasonable, pre-approved out-of-pocket expenses. Payments are nonrefundable except as expressly set forth in this Agreement. Client shall not set off any amounts due under this Agreement against amounts allegedly owed by Provider.

TERM AND TERMINATION

This Agreement commences on and continues until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above. Provider may suspend services immediately if Client fails to pay amounts when due, provided Provider gives written notice and a minimum of five (5) business days to cure unpaid invoices. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

Each party (Recipient) acknowledges that in connection with this Agreement it may receive Confidential Information of the other party (Discloser). "Confidential Information" means non-public information that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Recipient shall: (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information solely to perform obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors with a need to know who are bound by confidentiality obligations no less protective than those contained in this Agreement.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) was rightfully in Recipient's possession prior to receipt from Discloser; (iii) is rightfully received by Recipient from a third party without restriction; or (iv) is independently developed by Recipient without use of or reference to Discloser's Confidential Information. Upon termination or at Discloser's request, Recipient shall return or destroy all materials containing Confidential Information.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, together with 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, proposals, negotiations, and communications, whether written or oral. No modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger or sale of all or substantially all of its assets. The provisions regarding payment, confidentiality, indemnification, and governing law shall survive termination or expiration of this Agreement to the extent necessary to effect their intent.

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