Business Usage UFOC Document

Business Usage UFOC Document

This Business Usage UFOC Document (the "Document") is entered into by the parties identified below on the Agreement Date:

Client Name:    Provider Name:

Recitals

WHEREAS, Provider represents that it prepares and furnishes disclosure information and related materials describing the permitted business uses, operational constraints, and financial representations applicable to prospective purchasers or licensees of a franchised or licensable business system (the "UFOC Materials"); and

WHEREAS, Client desires to engage Provider to prepare, adapt and deliver Business Usage UFOC Materials for use in evaluating or offering a business opportunity described herein, including business usage limitations, territory definitions and financial assumptions; and

WHEREAS, the parties intend that the Document govern the preparation, permitted use, confidentiality, and distribution of the Business Usage UFOC Materials prepared pursuant to this Document.

Scope of Work

Deliverables shall include any written Business Usage UFOC Materials, exhibits, financial schedules and one (1) electronic copy in a mutually agreed format. Any additional copies or specialty exhibits requested by Client will be billed as additional services at Provider's standard rates.

Payment Terms

Late Payment Penalty: Client agrees that amounts not paid when due shall accrue a late fee equal to % per month on the outstanding balance, or the maximum lawful rate if lower. In addition, Client will reimburse Provider for reasonable collection costs and attorneys' fees incurred to collect overdue amounts.

Term and Termination

Term Commencement Date:    Term End Date:

Either party may terminate this Document for convenience upon written notice to the other party given at least days prior to the effective termination date. Provider may terminate immediately upon written notice if Client fails to pay any amount when due or breaches a material obligation and fails to cure within fourteen (14) days after receipt of written notice specifying the breach.

Effect of Termination: Upon termination, Client shall pay Provider for all services performed and expenses incurred through the effective date of termination. Provider shall deliver completed deliverables for which Client has paid in full. Termination shall not relieve either party of obligations that by their nature survive termination.

Confidentiality

Each party shall maintain in strict confidence all non-public information disclosed by the other party that is designated as confidential or that a reasonable person would understand to be confidential under the circumstances ("Confidential Information"). Confidential Information shall not include information that (i) is or becomes publicly available through no fault of the receiving party; (ii) was rightfully known by the receiving party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information.

The receiving party shall use Confidential Information solely for the purposes of performing its obligations under this Document and shall restrict disclosure to employees, advisors or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. The obligations of confidentiality shall continue for a period of years following termination or expiration of this Document, except with respect to trade secrets, for which protection shall continue for so long as such information remains a trade secret under applicable law.

Representations and Warranties

Each party represents and warrants that it has full corporate or organizational power and authority to enter into this Document, that the signatories have authority to bind their respective parties, and that execution of this Document does not violate any other agreement or legal obligation of such party. Provider warrants that services will be provided in a professional manner in accordance with generally accepted industry practices. EXCEPT AS EXPRESSLY SET FORTH IN THIS DOCUMENT, ALL SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Governing Law and Dispute Resolution

This Document shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws rules. The parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Document through negotiation between senior executives. If the dispute is not resolved by negotiation within thirty (30) days, the parties agree to submit the dispute to binding arbitration conducted by a single arbitrator in a mutually agreed location, with the arbitrator's decision final and binding, except as limited by applicable law.

Entire Agreement; Amendments

This Document, together with any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. No amendment or waiver of any provision of this Document shall be effective unless in writing signed by authorized representatives of both parties.

Acknowledgments and Use Restrictions

Client acknowledges that the Business Usage UFOC Materials prepared under this Document are intended to describe permitted business usages, territory definitions and certain financial assumptions for informational and compliance purposes and do not constitute an offer to sell or a franchise agreement by themselves. Client shall not distribute, reproduce or use the Business Usage UFOC Materials for any purpose other than evaluation of the specified business opportunity without Provider's prior written consent. Unauthorized use or distribution shall subject the violator to injunctive relief and damages.

Acknowledgment of Receipt

By signing below, each party acknowledges that it has read and understands the terms of this Document, has had the opportunity to consult legal counsel, and represents that the information provided to Provider for preparation of the Business Usage UFOC Materials is accurate to the best of its knowledge.

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