Business Pools Agreement

Business Pools Agreement

This Business Pools Agreement ("Agreement") is entered into as of by and between:

Party A

Party B

Recitals

WHEREAS, Party A is engaged in the business of organizing and managing pooled business resources and opportunities for the mutual benefit of participating businesses; and

WHEREAS, Party B desires to participate in the pooled services, marketing, and operational arrangements described herein on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth the scope, compensation, confidentiality obligations, term and termination mechanisms, and other material terms governing their pooled business relationship.

Scope of Work

Party A shall perform and coordinate those pooling services and related activities described below. Party B shall cooperate in good faith and provide access to information, personnel, and facilities as reasonably required.

Payment Terms

In consideration for the services and benefits described in this Agreement, Party B shall pay Party A in accordance with the following terms.

All amounts not paid when due shall accrue interest at the lesser of the maximum lawful rate or % per month, calculated monthly, until paid. In addition to interest, the defaulting party shall reimburse the non‑defaulting party for collection costs, including reasonable attorneys' fees.

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 convenience upon written notice to the other party delivered at least days prior to the effective termination date. Either party may terminate immediately for material breach if the breach remains uncured for thirty (30) days after receipt of written notice specifying the breach. Termination does not relieve either party of obligations accrued prior to termination.

Confidentiality

"Confidential Information" means non-public business, technical, financial and other information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") in connection with this Agreement, whether disclosed in oral, written or electronic form. The Receiving Party shall: (a) hold Confidential Information in strict confidence and use at least the same degree of care to protect it as it uses to protect its own confidential information but in no event less than reasonable care; (b) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (c) not disclose Confidential Information to third parties except to employees, agents, or professional advisors who have a need to know and who are bound to protect confidentiality at least as protective as this Agreement.

The obligations in this section shall not apply to information that: (i) is or becomes publicly available through no fault of the Receiving Party; (ii) is rightfully received from a third party without restriction; (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 notice to the Disclosing Party and reasonably cooperates in any effort to limit or contest the disclosure. Confidentiality obligations survive termination for a period of three (3) years, except for trade secrets which shall remain protected for as long as they qualify as trade secrets.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles. The parties shall first attempt in good faith to resolve disputes through negotiation. If negotiations fail, disputes shall be resolved by binding arbitration administered in the chosen state in accordance with commercially reasonable arbitration procedures, and the arbitrator's award may be entered in any court of competent jurisdiction.

Entire Agreement; Amendments

This Agreement, together with any attachments and exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, understandings and communications, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Representations, Indemnity and Limitation of Liability

Each party represents that it has the corporate or legal power and authority to enter into and perform this Agreement. Each party agrees to indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's negligence, willful misconduct, or breach of this Agreement, subject to any limitations of liability set forth herein. Except for gross negligence or willful misconduct, neither party shall be liable for consequential, incidental, or punitive damages.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above by certified mail, overnight courier, or personal delivery and shall be deemed given upon receipt.

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