Business Use Explanation

BUSINESS USE EXPLANATION

This Business Use Explanation and General Business Agreement (the Agreement) is entered into as of Effective Date: by and between Provider Name: (Provider) and Recipient Name: (Recipient).

RECITALS

WHEREAS, Provider operates certain business operations, assets, materials, and proprietary information relating to its business activities described as: ;

WHEREAS, Recipient desires to use, test, or otherwise engage with Provider's business assets or information for the business purpose of: and Provider is willing to permit such use on the terms contained herein.

NOW, THEREFORE, in consideration of the mutual promises set forth below and other good and valuable consideration, the parties agree as follows.

SCOPE OF WORK

PAYMENT TERMS

Invoices shall be due within days of invoice date. Late payments shall accrue interest at: (or the maximum lawful rate if lower), calculated monthly on the outstanding balance.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for convenience upon written notice to the other party no fewer than days prior to the effective termination date. Either party may terminate immediately for material breach that remains uncured thirty (30) days after written notice of such breach.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by Provider to Recipient in connection with this Agreement, whether disclosed orally, visually, in writing, or by inspection. Recipient shall (a) use Confidential Information solely for the permitted business use set forth in the Scope of Work; (b) exercise at least the same degree of care to protect Confidential Information as Recipient uses to protect its own confidential information, but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except to those employees, contractors, or advisors with a need to know and subject to obligations of confidentiality no less protective than those herein.

Exceptions: Confidential Information does not include information that is or becomes generally available to the public through no fault of Recipient, is rightfully received from a third party without restriction, or is independently developed by Recipient without reference to Provider's Confidential Information.

Recipient acknowledges and agrees to the confidentiality obligations set forth above.

LIMITATION OF USE AND REPRESENTATIONS

Recipient represents that it will not use Provider's business assets or Confidential Information in any manner that violates applicable law, reglatory requirements, or third-party rights. Provider represents that it has the authority to grant the limited business use described in this Agreement. Except as expressly stated, Provider disclaims all warranties, express or implied, including merchantability or fitness for a particular purpose.

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 law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and understandings, whether written or oral. Any modification must be in writing and signed by authorized representatives of both parties.

NOTICES

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