Business SBA Ownership Agreement

Business SBA Ownership Agreement

This Business SBA Ownership Agreement ("Agreement") is entered into as of by and between the parties identified below.

Individual Corporation Limited Liability Company Other:

Individual Corporation Limited Liability Company Other:

Recitals

WHEREAS, the parties are shareholders, members, or owners of the business entity identified as the "Company" and wish to set forth their respective ownership interests and related commitments for purposes including, but not limited to, compliance with Small Business Administration size and affiliation considerations; and

WHEREAS, the parties desire to document the allocation of equity, voting control, and management responsibilities, and to establish payment, confidentiality, and governance terms to govern their relationship; and

WHEREAS, the parties intend for this Agreement to govern ownership matters between them and to be relied upon by lenders, investors, and regulatory entities to the extent appropriate under applicable law.

Scope of Work

The parties agree that the scope of work, duties, and management responsibilities attributable to each owning party shall be as follows. The description below sets forth services to be performed, deliverables, and performance standards.

Ownership, Representations and Certifications

Party A represents and certifies that Party A currently holds % of the issued and outstanding equity interests of the Company and controls % of the voting power associated with such interests.

Party B represents and certifies that Party B currently holds % of the issued and outstanding equity interests of the Company and controls % of the voting power associated with such interests.

Each party further represents that the foregoing ownership percentages are true and correct to the best of that party’s knowledge as of the effective date and that no other agreements, options, or obligations materially affect the ownership or voting rights reported herein. Each party will promptly notify the other in writing of any transfer, pledge, encumbrance, or other change in ownership.

Payment Terms

Consideration for any transfer of ownership interests or adjustments to equity shall be governed as set forth below.

Payments not received within days after the due date shall incur a late fee equal to (or the maximum permitted by applicable law, if lower). In addition to the late fee, the non-paying party shall be responsible for reasonable collection costs, including attorneys’ fees.

Term and Termination

This Agreement shall commence on the effective date and continue until , unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for material breach of its terms upon providing written notice and a cure period of days to cure such breach. Termination shall not relieve any party of obligations accrued prior to termination, including payment obligations and confidentiality obligations.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public business, financial, operational, customer, pricing, technical, and proprietary information disclosed by one party to the other, whether disclosed orally, visually, or in writing. Confidential Information does not include information that (i) is or becomes publicly known without breach of this Agreement, (ii) is already known by the receiving party at the time of disclosure as shown by written records, (iii) is rightfully obtained without restriction from a third party, or (iv) is independently developed by the receiving party without use of the disclosing party’s Confidential Information.

Each receiving party shall: (a) maintain the confidentiality of Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than a reasonable standard of care; (b) use Confidential Information only to perform under this Agreement; and (c) not disclose Confidential Information to any third party except with the disclosing party’s prior written consent or as required by law, provided the receiving party provides prompt notice to permit the disclosing party to seek protective measures.

The obligations in this Confidentiality section shall survive termination of this Agreement for a period of five (5) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of the courts located within that state for resolution of disputes arising out of this Agreement.

Entire Agreement; Miscellaneous

This Agreement, including any exhibits or schedules attached hereto, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties.

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with one that comes closest to the parties' intent.

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign to a successor entity in connection with a merger, sale of substantially all assets, or change of control, provided the assignee assumes the assigning party’s obligations hereunder.

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