Business Reserved Document

Business Reserved Document

This Business Reserved Document (the "Agreement") is made and entered into as of by and between:

Reserving Party Name:

Other Party Name:

WHEREAS

WHEREAS, Reserving Party is engaged in the business of and seeks to reserve certain rights and assets for future use and development; and

WHEREAS, Other Party has the authority and resources to receive and/or manage the reserved assets described herein and wishes to accept those reservations subject to the terms and conditions of this Agreement; and

WHEREAS, the parties desire to set forth the scope, payment, term, confidentiality and other terms governing the reservation of such business assets or rights.

1. Scope of Work

The parties acknowledge that the items reserved under this Agreement may include, without limitation, business names, trade dress, trademarks, client lists, proprietary procedures, and certain tangible or intangible assets specifically described in the Scope of Work above. Any use, transfer or licensing of reserved assets outside the express terms of this Agreement requires prior written consent.

2. Payment Terms

All amounts are stated in the currency indicated and are payable in cleared funds. Late payments shall accrue interest as specified above from the due date until paid. Payments not made when due constitute a material breach permitting suspension of any obligations to perform under this Agreement until payment is made.

3. Term and Termination

Term Commencement Date:     Term Expiration Date:

Either party may terminate this Agreement for cause upon thirty (30) days' written notice if the other party materially breaches any provision and fails to cure within the notice period. This Agreement may also be terminated immediately by either party for insolvency, appointment of a receiver, or analogous event affecting the other party's ability to perform. Termination does not relieve either party of obligations accrued prior to termination.

4. Confidentiality

Each party (the "Receiving Party") shall hold in strict confidence all non-public information disclosed by the other party (the "Disclosing Party"), including but not limited to business plans, financial data, customer lists, trade secrets, and any material designated as confidential or that by its nature would reasonably be considered confidential ("Confidential Information"). Confidential Information shall be used solely for performance under this Agreement. The Receiving Party shall take reasonable measures to protect Confidential Information from unauthorized disclosure and shall restrict access to those employees, agents, or contractors who need such information for performance and who are bound by confidentiality obligations no less protective than those set forth herein.

The obligations of confidentiality do not apply to information that: (a) is or becomes public through no fault of the Receiving Party; (b) was rightfully known by the Receiving Party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the Receiving Party. Disclosure required by law or valid process shall be made only after prompt notice to the Disclosing Party and with efforts to obtain confidential treatment where practicable.

5. Notices

Notices shall be in writing and delivered by hand, certified mail, overnight courier, or other reliable means to the addresses above and shall be deemed given on the date of delivery.

6. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

7. Entire Agreement

This Agreement, including any attachments, exhibits and the Scope of Work, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous negotiations, understandings, representations, warranties, and agreements, whether written or oral. No modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by duly authorized representatives of both parties.

8. Miscellaneous Provisions

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, employment relationship, or agency. Each party represents that it has the authority to enter into this Agreement and to perform its obligations hereunder.

Survival: The provisions of this Agreement that by their nature survive termination or expiration, including but not limited to confidentiality, payment, and governing law, shall so survive.

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