Business Various Titles

BUSINESS VARIOUS TITLES AGREEMENT

This Business Various Titles Agreement (the Agreement) is entered into as of Effective Date: by and between:

Sole Proprietor    Partnership    Corporation    LLC

Sole Proprietor    Partnership    Corporation    LLC

RECITALS

WHEREAS, Party A is engaged in certain business activities involving various corporate and managerial titles, rights and responsibilities to be assigned, granted, or otherwise authorized in the ordinary course of business; and

WHEREAS, Party B has requested, and Party A has agreed to provide, certain services, permissions and title designations as set forth in this Agreement; and

WHEREAS, the parties wish to reduce to writing the terms and conditions governing the scope of work, compensation, confidentiality, and other matters related to such business arrangements;

SCOPE OF WORK

Party A shall perform the services, provide the authorization of titles, and undertake responsibilities described below. Party B shall cooperate and provide necessary information and access as reasonably requested by Party A.

PAYMENT TERMS

In consideration for the services and authorizations rendered by Party A, Party B shall pay Party A the fees described below in accordance with the schedule and conditions set forth.

Late payments shall bear interest at the rate of (not to exceed the maximum rate permitted by applicable law), plus all costs of collection, including reasonable attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue in effect until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement upon written notice to the other if the other party materially breaches any obligation under this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach. Notwithstanding the foregoing, either party may terminate for convenience upon days' prior written notice to the other party.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party (Disclosing Party) to the other party (Receiving Party), whether oral, written, electronic or other tangible form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

The Receiving Party shall (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care, (b) use Confidential Information solely to perform its obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein.

Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except for trade secrets and commercially sensitive information which shall survive for so long as such information remains a trade secret under applicable law. The obligations in this section shall not apply to information that the Receiving Party can demonstrate: (i) was known to it prior to disclosure without restriction; (ii) is or becomes publicly available other than through a breach of this Agreement; or (iii) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. If a Receiving Party is compelled by law to disclose Confidential Information, it shall (to the extent legally permitted) provide prompt written notice to the Disclosing Party and cooperate, at the Disclosing Party's expense, in any lawful effort to limit or contest such disclosure.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties agree that any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration if the parties mutually agree; otherwise, the parties consent to the exclusive jurisdiction of the state and federal courts located in the county of the governing state's principal commercial venue.

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign or transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets, provided that the assigning party remains liable for performance.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the parties shall endeavor in good faith to replace the invalid provision with a valid provision that approximates the parties' original intent.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations, whether oral or written. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

EXECUTION

The parties have executed this Agreement as of the Effective Date first written above by their duly authorized representatives.

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