Business Zone Document

BUSINESS ZONE DOCUMENT

Effective Date:

Parties

WHEREAS

WHEREAS, Party A administers or designates a commercial area identified as the Business Zone and has the authority to establish standards and conditions for commercial activity within that area (the Business Zone);

WHEREAS, Party B has experience and capacity to perform services described in this Agreement and desires to render such services for activities conducted within the Business Zone in accordance with the terms set forth below; and

WHEREAS, the Parties desire to set forth their respective rights and obligations concerning the performance of work, payment, confidentiality and general administration of business activities in the Business Zone.

Scope of Work

Party B shall perform the services described below for activities in the Business Zone. The deliverables, performance standards, and milestones are as set forth:

Payment Terms

Total Compensation: $ payable in accordance with the schedule below.

Late Payment: Any payment not received within days of the due date shall incur a late fee of per month on the outstanding balance, compounded monthly, plus collection costs and reasonable attorneys' fees.

Term and Termination

Term Commencement Date:    Term Expiration Date:

Either Party may terminate this Agreement for convenience upon written notice delivered at least days prior to the intended termination date. Termination for cause shall be effective upon written notice by the non-breaching Party if the breaching Party fails to cure a material breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Each Party (the Recipient) shall maintain as confidential all non-public information of the other Party (the Discloser) disclosed in connection with this Agreement and shall not use such information except as necessary to perform its obligations under this Agreement. Confidential information does not include information that: (a) is or becomes publicly available through no fault of Recipient; (b) was rightfully in Recipient's possession prior to disclosure; (c) is lawfully received by Recipient from a third party without restriction; or (d) is independently developed by Recipient without reference to Discloser's confidential information. Confidentiality obligations survive for years following termination or expiration of this Agreement.

Representations; Compliance

Each Party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder and that performance will comply with all applicable laws, ordinances, regulations and permit requirements governing activities within the Business Zone.

Indemnification and Limitation of Liability

Party B shall indemnify, defend and hold harmless Party A and its officers, agents and employees from and against any third-party claims, liabilities, damages and expenses arising out of Party B's negligent or willful acts or omissions in performance of the services, except to the extent caused by Party A's negligence or willful misconduct. Except for obligations of indemnification or breach of confidentiality, neither Party shall be liable to the other for consequential, incidental, special or punitive damages.

Notices

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the Parties at their notice addresses set forth above or to such other address as a Party may designate by written notice to the other Party.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its principles of conflicts of law.

Entire Agreement; Amendment

This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment or modification of this Agreement shall be effective unless it is in writing and signed by both Parties.

Miscellaneous

Assignment: Neither Party may assign this Agreement or any rights hereunder without the prior written consent of the other Party, except that either Party may assign this Agreement to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets, provided the assignee assumes all obligations hereunder.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

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