Business Use Attached

BUSINESS USE ATTACHED

This Business Use Attached Agreement (the Agreement) is entered into between:

Primary Business Name:    Address:

Authorized Representative:    Title:

RECITALS

WHEREAS, Primary Business Name provides certain services, products, and facilities for commercial operation and desires to permit specified business use under defined terms and conditions; and

WHEREAS, Authorized Representative is authorized to use the Primary Business's premises, property, or intellectual property for the business activity described in the attached business use exhibit and has represented that such use will be conducted in compliance with applicable laws and this Agreement; and

WHEREAS, the parties desire to set forth the scope, payment, confidentiality, term, and other material terms governing the permitted business use:

SCOPE OF WORK / PERMITTED BUSINESS USE

Check to confirm that a Business Use Addendum or exhibit is attached and forms part of this Agreement.

PAYMENT TERMS

Late fee option: Percentage       or    Flat Fee   

All payments are due in lawful funds to the Primary Business Name at the address set forth above or as otherwise instructed in writing. Failure to timely pay shall permit the Primary Business Name to suspend access or terminate permitted use as provided in this Agreement, and recover costs of collection, including reasonable attorneys' fees.

TERM AND TERMINATION

Term Start Date:    Term End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Either party may terminate immediately for material breach that is not cured within days after written notice of such breach.

Upon termination, Authorized Representative shall promptly remove any personal property and cease representations that it remains authorized to use Primary Business Name resources. Obligations that by their nature survive termination, including payment obligations, confidentiality, and indemnities, will survive.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party to the other in any form that is designated confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to business plans, financial data, customer lists, trade secrets, pricing, and technical information.

Obligations: The receiving party agrees (a) to hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, (b) not to use Confidential Information except to perform under this Agreement, and (c) not to disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Exceptions: Confidential Information does not include information that (i) is or becomes publicly available through no breach of this Agreement, (ii) was known to the receiving party prior to disclosure without obligation of confidentiality, (iii) is lawfully received from a third party without restriction, or (iv) is independently developed without use of the disclosing party's Confidential Information.

Duration: Confidentiality obligations shall continue for a period of three (3) years following termination or expiration of this Agreement, except that trade secrets and other information entitled to greater protection under applicable law shall remain protected for as long as such protection is available.

LIABILITY AND INSURANCE

Each party shall be responsible for its own acts and omissions. Authorized Representative shall maintain insurance coverage sufficient to cover its activities under this Agreement and shall provide proof of insurance upon request. Neither party shall be liable for incidental, consequential, or punitive damages except in cases of willful misconduct or gross negligence.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice of law principles. Any action to enforce this Agreement shall be brought in the state or federal courts located in the chosen jurisdiction, and the parties consent to the exclusive jurisdiction and venue of such courts.

ENTIRE AGREEMENT

This Agreement, including any attached exhibits or addenda specifically incorporated by reference, 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 oral or written. No modification, amendment, or waiver shall be effective unless in writing and signed by an authorized representative of each party.

MISCELLANEOUS

Assignment: Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except that Primary Business Name may assign to an affiliate or in connection with a sale of substantially all of its assets.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by notice in accordance with this section.

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