Business SBA Form

Business SBA Form — Small Business Assistance Agreement

Parties and Identifying Information

Sole Proprietor Partnership Corporation Limited Liability Company (LLC)

Recitals

WHEREAS, Business Name: (the "Borrower") operates a small business and seeks business assistance in the form set forth in this Agreement; and

WHEREAS, Assistance Provider Name: (the "Provider") is authorized to provide the specified assistance and services to eligible small businesses under the terms set forth below; and

WHEREAS, the parties desire to set forth the terms and conditions under which the Provider will deliver services and the Borrower will receive and, where applicable, repay monetary assistance and comply with program conditions;

Scope of Work

The Provider shall supply the goods, services, technical assistance or financial counseling described above in a professional manner consistent with industry standards. Any material change to the Scope of Work must be agreed in writing by authorized representatives of both parties.

Payment Terms

Payments due to the Provider shall be made in accordance with the Payment Schedule. If the Borrower fails to pay any undisputed amount when due, the Borrower will be liable for interest on the overdue amount at a rate of % per annum, compounded monthly, or the maximum rate permitted by applicable law, whichever is less.

Term and Termination

This Agreement commences on Start Date: and, unless earlier terminated in accordance with this Agreement, continues until End Date: .

Either party may terminate this Agreement for convenience upon prior written notice of days to the other party. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

For purposes of this Agreement, "Confidential Information" means nonpublic business, financial, technical, employee and customer information disclosed by one party (the Disclosing Party) to the other (the Receiving Party) whether disclosed orally, in writing, electronically or by inspection. The Receiving Party shall:

(a) hold Confidential Information in strict confidence and use it solely to perform obligations under this Agreement; (b) not disclose Confidential Information to any third party except to the Receiving Party's employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement; and (c) use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

The foregoing obligations shall not apply to information that (i) is or becomes generally available to the public through no fault of the Receiving Party, (ii) was rightfully in the Receiving Party's possession without restriction prior to disclosure, (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, regulation, or valid order of a court of competent jurisdiction, provided that, to the extent permitted, the Receiving Party provides prompt notice to the Disclosing Party to allow it to seek protective measures.

Representations, Warranties and Compliance

Each party represents and warrants that it has the full corporate or organizational power and authority to enter into this Agreement and to perform its obligations hereunder. The Borrower further represents that the information provided to the Provider in connection with any assistance request is true, accurate and complete to the best of the Borrower's knowledge, and that the Borrower will promptly notify the Provider of any material changes.

The Borrower shall comply with all applicable federal, state and local laws, regulations and program eligibility requirements in connection with the receipt and use of any assistance provided under this Agreement.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without giving effect to conflict-of-law principles that would result in the application of the laws of another jurisdiction.

Indemnification and Limitation of Liability

The Borrower agrees to indemnify, defend and hold harmless the Provider and its officers, directors, employees and agents from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or relating to the Borrower's breach of this Agreement or misuse of services. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING FROM OR RELATED TO THIS AGREEMENT.

Entire Agreement

This Agreement, including any exhibits and written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and representations, whether written or oral. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Certifications and Acknowledgements

The undersigned certify that they are authorized to execute this Agreement on behalf of the party for which they sign, and that the information provided in connection with this Agreement is true and correct. The Borrower further acknowledges that false statements may result in termination of assistance and legal penalties.

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