Business Rights Plan

BUSINESS RIGHTS PLAN

This Business Rights Plan (the "Plan") is made effective as of by and between:

Parties

Client Name: , Address:

Provider Name: , Address:

Recitals

WHEREAS, Provider develops, owns and controls certain proprietary business methods, trade names, trademarks, systems and materials used to operate and promote a business (collectively, "Business Rights");

WHEREAS, Client desires to obtain specific rights to use the Business Rights in accordance with the terms of this Plan, and Provider is willing to grant such rights subject to Client's compliance with the terms, restrictions and payments set forth herein;

WHEREAS, the parties intend by this Plan to set forth the scope, duration, compensation and duties associated with the grant and use of such Business Rights.

Scope of Rights and Services

Provider hereby grants to Client a non-exclusive, non-transferable license to use the Business Rights solely for the operation of Client's business at the location(s) and for the purposes expressly authorized below and subject to the restrictions in this Plan. The license includes the limited use of Provider's marks, operational manuals, training materials and marketing templates as specified in this Plan.

Payment Terms

As consideration for the rights and services granted under this Plan, Client shall pay Provider according to the following terms.

Late payments shall incur a late fee equal to the lesser of (i) % per month (18% per annum) on the overdue principal balance, or (ii) the maximum rate permitted by law. In addition, a fixed administrative charge of shall apply to each late payment. Interest and fees begin to accrue on the day following the payment due date.

All payments shall be made in United States dollars unless otherwise agreed in writing. Provider shall deliver invoices in accordance with the payment schedule and Client must remit payment within the stated invoice terms.

Term and Termination

Term Commencement: This Plan commences on and, unless earlier terminated in accordance with this Plan, continues until .

Either party may terminate this Plan for convenience upon providing the other party with the notice period specified above. Provider may terminate immediately upon written notice if Client fails to cure any material breach within fourteen (14) days after receipt of written notice of such breach. Termination shall not relieve Client of its obligation to pay amounts accrued prior to termination, nor shall it relieve either party of obligations that by their nature survive termination.

Confidentiality

For the purposes of this Plan, "Confidential Information" means any non-public information disclosed by one party to the other 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 but not limited to trade secrets, business plans, customer lists, pricing, operational manuals, technical information and financial data.

Each party agrees to: (a) hold Confidential Information of the other in strict confidence; (b) use Confidential Information solely to perform rights and obligations under this Plan; and (c) restrict disclosure to those employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Plan. Confidential Information shall not include information that is or becomes publicly available other than by breach of this Plan, that was known to the recipient prior to disclosure, or that is independently developed by the recipient without use of the discloser's Confidential Information.

Each party acknowledges that a breach or threatened breach of the confidentiality obligations may cause irreparable injury to the disclosing party for which monetary damages may be inadequate, and the disclosing party shall be entitled to seek equitable relief, including injunctive relief, in addition to any other remedies available at law or in equity.

Representations and Warranties; Compliance

Each party represents and warrants that it has full authority to enter into this Plan and to perform its obligations hereunder. Client represents that use of the Business Rights will comply with all applicable laws, regulations, zoning and permit requirements. Provider does not warrant the continued marketability of Client's business or guarantee client revenue; Provider warrants only that, to the best of its knowledge, the Business Rights do not infringe third-party intellectual property rights as of the effective date.

Governing Law and Dispute Resolution

This Plan shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties agree to negotiate in good faith to resolve disputes; if unresolved within sixty (60) days, disputes shall be resolved by binding arbitration in the selected state unless the parties mutually agree otherwise.

Entire Agreement; Amendment

This Plan, together with any exhibits, schedules and written attachments signed by both parties, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior and contemporaneous agreements, proposals and understandings, whether written or oral. No modification, amendment or waiver of this Plan shall be effective unless made in writing and signed by authorized representatives of both parties.

Assignment; Notices

Neither party may assign its rights or delegate its obligations under this Plan without the prior written consent of the other, except that Provider may assign its rights to an affiliate or in connection with a merger or sale of substantially all of its assets. Notices required under this Plan shall be in writing and delivered to the addresses provided in the Parties section or such other address as a party designates in writing.

By executing below, the undersigned represent and warrant that they are duly authorized to bind their respective parties to this Plan and acknowledge receipt of a copy of this Plan.

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