Business Tradition Document

Business Tradition Document

Effective Date:

Recitals

WHEREAS, Tradition Provider develops and maintains certain business customs, practices, know-how, procedures, and intangible traditions related to the operation, branding and customer interactions of its business (collectively, Business Traditions); and

WHEREAS, Recipient desires to obtain limited rights to adopt, implement, and be instructed in certain Business Traditions as set forth in this Business Tradition Document, and Tradition Provider is willing to provide such instruction and limited licensing subject to the terms and conditions below; and

WHEREAS, the parties intend by this document to define the scope of the transfer of tradition practices, payment obligations, confidentiality protections, and the term during which instruction and use are authorized.

Scope of Work

Tradition Provider will provide instruction, demonstration, written guidelines, and limited advisory services concerning the Business Traditions identified below. The parties agree that no transfer of ownership in proprietary intellectual property is intended except as expressly set forth herein.

Payment Terms

Recipient shall pay Tradition Provider for the services and transfer of practices described in Scope of Work as follows.

All payments are due in United States Dollars unless otherwise agreed in writing. Unless otherwise specified, payments are due within days of invoice. Recipient shall be responsible for reasonable collection costs and attorneys' fees if payments are not made when due.

Term and Termination

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

Either party may terminate this Agreement for convenience upon delivering written notice to the other party at least days prior to the intended termination date. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure the breach within days after receipt of written notice specifying the breach.

Upon termination, Recipient shall cease use of any non-licensed traditions and return or destroy materials as directed by Tradition Provider. Termination shall not relieve Recipient of obligations to pay amounts accrued prior to termination.

Confidentiality

For purposes of this Agreement, Confidential Information means proprietary information, trade practices, manuals, step-by-step procedures, customer-facing scripts, metrics, pricing practices, marketing strategies, and other non-public information disclosed by Tradition Provider to Recipient in any form. Recipient shall (i) hold Confidential Information in strict confidence, (ii) not disclose Confidential Information to third parties except to employees or contractors with a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement, and (iii) use Confidential Information only to exercise rights and perform obligations under this Agreement.

Confidential Information does not include information that is: (a) publicly known through no wrongful act of Recipient; (b) rightfully received by Recipient from a third party without restriction; (c) independently developed without use of Confidential Information; or (d) required to be disclosed by law, provided Recipient gives prior written notice to Tradition Provider and cooperates with reasonable efforts to obtain confidential treatment.

Intellectual Property and Limited License

Tradition Provider retains all right, title and interest in all proprietary materials and intellectual property embodied in the Business Traditions. Subject to full payment and compliance with this Agreement, Tradition Provider grants Recipient a limited, non-exclusive, non-transferable, revocable license to use the described Business Traditions solely for Recipient's internal business operations during the Term and solely to the extent expressly permitted in Scope of Work.

Representations and Warranties; Disclaimer

Each party represents that it has the right and authority to enter into this Agreement. Tradition Provider warrants that it has the right to provide the services described herein. EXCEPT AS PROVIDED IN THE PRECEDING SENTENCE, TRADITION PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED.

Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM A BREACH OF CONFIDENTIALITY OR A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY RECIPIENT UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Governing Law

This Agreement 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 that exclusive venue for disputes shall lie in the state or federal courts located in that state.

Entire Agreement

This Agreement, together with any attachments or exhibits signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written. Any amendments to this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Notices must be given in writing to the addresses set forth above and will be deemed delivered upon personal delivery, confirmed delivery by nationally recognized overnight carrier, or three (3) business days after deposit in the United States mail, postage prepaid. If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect.

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