Business Services Outlet Agreement

Business Services Outlet Agreement

This Business Services Outlet Agreement ("Agreement") is made as of by and between Service Provider: , with principal place of business ; and Outlet Operator: , with principal place of business .

RECITALS

WHEREAS, Service Provider develops, operates, and supplies specified business services, proprietary procedures and support materials necessary to operate a branded service outlet; and

WHEREAS, Outlet Operator desires to operate an outlet providing Service Provider's business services at the outlet location in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend to define their respective rights and obligations with respect to the operation, support, payment and oversight of the outlet.

SCOPE OF WORK

Service Provider shall provide the services, training, operational procedures and ongoing support necessary for Outlet Operator to market and deliver the designated business services at the outlet location. Outlet Operator shall operate the outlet in compliance with the standards and policies established by Service Provider.

PAYMENT TERMS

In consideration for the rights granted and services provided, Outlet Operator shall pay Service Provider the fees set forth below in accordance with the schedule and conditions herein.

Overdue amounts shall accrue interest at per month (or the maximum rate permitted by law), and a late fee of may be assessed for each late payment. Service Provider may suspend support if payments are not made in accordance with this Agreement after the notice period provided in Section titled Term and Termination.

TERM AND TERMINATION

The initial term of this Agreement shall commence on and continue through , unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective termination date. Either party may terminate immediately for material breach if such breach is not cured within thirty (30) days after written notice specifying the breach. Upon termination, Outlet Operator shall pay all accrued fees and return or destroy Service Provider materials as required by this Agreement.

CONFIDENTIALITY

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" includes non-public business, technical, financial, marketing and operational information disclosed in any form. The receiving party shall (a) maintain such information in strict confidence, (b) use it solely to perform its obligations under this Agreement, and (c) not disclose it to third parties except to employees, contractors or advisors with a need to know who are bound by confidentiality obligations at least as protective as those contained herein.

Confidential Information shall not include information that (i) was known to the receiving party without restriction prior to disclosure; (ii) is or becomes publicly known through no breach of this Agreement; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without reference to Confidential Information. Upon termination, the receiving party shall return or certify destruction of Confidential Information within ten (10) business days.

INSURANCE; INDEMNIFICATION; LIMITATION OF LIABILITY

Outlet Operator shall maintain commercial general liability insurance, professional liability (where applicable), and workers' compensation as required by law and sufficient to cover its obligations under this Agreement. Upon request, each party shall provide evidence of insurance to the other party.

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement.

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

COMPLIANCE; ASSIGNMENT

Each party shall comply with all applicable laws, rules and regulations in performing its obligations. Outlet Operator shall operate the outlet in accordance with any applicable permits, licenses and zoning requirements.

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or successor in connection with a sale of substantially all of its business or assets.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by personal delivery, certified mail (return receipt requested) or overnight courier, and shall be deemed given upon receipt.

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. The parties consent to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, including any attachments or written schedules executed by the 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 communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties.

The parties have executed this Agreement by their duly authorized representatives as of the date first written above.

Sign Now