Business Regional Center Template

BUSINESS REGIONAL CENTER AGREEMENT

This Business Regional Center Agreement (the Agreement) is made and entered into as of by and between:

Regional Center Name:

Business Name:

RECITALS

WHEREAS, the Regional Center operates and promotes economic development, investment, and job creation within the designated region and possesses experience in coordinating regional business projects and investor relations; and

WHEREAS, the Business seeks to engage the Regional Center to provide regional coordination, project facilitation, investor outreach, and related services to support the Business project described herein; and

NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement, the parties agree as follows:

1. SCOPE OF WORK

The Regional Center shall provide the services set forth below and in any attachments incorporated by reference. Services shall be performed with commercially reasonable efforts and in accordance with applicable law and accepted industry standards.

Deliverables and milestones shall be documented in writing and approved by both parties. Any material change to the Scope of Work shall be made only by written amendment signed by authorized representatives of both parties.

2. PAYMENT TERMS

In consideration for the services, the Business shall pay the Regional Center as follows.

Payments are due within thirty (30) days of receipt of a properly submitted invoice unless otherwise specified in the payment schedule. Amounts not paid when due shall accrue interest at the rate of per month (or the maximum rate permitted by law, if less). The Business shall be responsible for any collection costs, including reasonable attorneys' fees.

3. TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated pursuant to this Section.

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

Either party may terminate this Agreement immediately for material breach by the other party that remains uncured thirty (30) days after written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to termination, including payment for services rendered.

4. CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means nonpublic information disclosed by a party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business plans, financial data, investor information, and technical information.

Each party agrees: (a) to hold the other party's Confidential Information in strict confidence; (b) not to use Confidential Information except to exercise rights and perform obligations under this Agreement; and (c) not to disclose Confidential Information to any third party without prior written consent of the disclosing party, except to representatives who have a need to know and who are bound to confidentiality obligations no less protective than those set forth herein.

Confidential Information does not include information that: (i) is or becomes publicly known through no act or omission of the receiving party; (ii) is lawfully received from a third party without breach of a confidentiality obligation; or (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information. If a receiving party is required by law or valid process to disclose Confidential Information, it shall provide prompt written notice to the disclosing party and cooperate to seek protective measures.

The confidentiality obligations set forth in this Section shall survive termination or expiration of this Agreement for a period of five (5) years, except that trade secrets shall be protected for as long as they qualify as trade secret under applicable law.

5. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations. Regional Center represents that it will perform services in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

6. LIABILITY; INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's breach of this Agreement, gross negligence or willful misconduct. Except for liability arising from willful misconduct or breach of confidentiality, neither party shall be liable to the other for incidental, consequential, special or punitive damages.

7. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or such other address as a party may designate in writing) by hand delivery, nationally recognized overnight courier, or certified mail, return receipt requested.

8. GOVERNING LAW

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

9. ENTIRE AGREEMENT; AMENDMENT; SEVERABILITY

This Agreement, including all exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

10. MISCELLANEOUS

The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or successor by merger or acquisition upon notice to the other party.

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