Business Usage Agreement

BUSINESS USAGE AGREEMENT

Parties and Effective Date

This Business Usage Agreement ("Agreement") is entered into as of (the "Effective Date"), by and between:

Recitals

WHEREAS, Provider owns or controls the business premises, equipment, services, intellectual property, and operational processes described in this Agreement and desires to permit User to use such resources under the terms set forth below; and

WHEREAS, User seeks a limited, non-exclusive right to use Provider's business assets and/or services for the commercial purpose described herein and agrees to compensate Provider and to comply with Provider's reasonable rules and applicable law;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows.

Scope of Use

Provider hereby grants User a limited, non-exclusive right to use the specified business assets and services solely for the purposes described below and subject to the restrictions and conditions set forth in this Agreement. Usage that materially increases risk or requires additional insurance, staffing, or equipment must be pre-approved in writing by Provider.

Payment Terms

In consideration for the rights granted herein, User shall pay Provider according to the following terms. All amounts are exclusive of taxes unless otherwise stated; User is responsible for applicable sales, use, or other transaction taxes.

Term and Termination

This Agreement commences on and shall continue until , unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days following written notice. Either party may terminate for convenience upon days' prior written notice to the other party.

Confidentiality

"Confidential Information" means non-public business, technical, financial, or operational information disclosed by one party to the other, whether oral, written, or electronic, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that (a) is or becomes publicly available without breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law or court order, provided the receiving party gives prompt notice and cooperates on limited disclosure.

Each party shall (i) hold Confidential Information of the other party in strict confidence, (ii) not disclose such Confidential Information to any third party except to its employees, contractors, or affiliates with a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (iii) use the Confidential Information solely for the purposes of performing under this Agreement. These obligations shall survive termination for a period of years.

Indemnification and Liability

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any third-party claims arising out of the indemnifying party's negligence, willful misconduct, breach of this Agreement, or violation of applicable law in connection with the services or use authorized under this Agreement. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate by notice to the other in accordance with this section. Notices are effective upon personal delivery, or three (3) days after deposit with a nationally recognized overnight carrier.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict-of-law principles. The parties agree that any dispute arising out of or relating to this Agreement will first be subject to good faith negotiation between senior representatives. If unresolved within 30 days, the parties may pursue any legal or equitable remedies in courts of competent jurisdiction in the governing state.

Entire Agreement; Amendments

This Agreement, including any attachments or written 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. No modification, amendment or waiver of any provision of this Agreement will be effective unless in writing and signed by both parties.

Miscellaneous Provisions

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger, acquisition, or sale of substantially all assets, provided that the assigning party remains primarily liable for performance.

Acknowledgement

Each party represents and warrants that it has full authority to enter into this Agreement, that the person signing below is authorized to bind the party, and that such execution and performance will not violate any other agreement to which the party is bound.

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