City Hub Business Document

CITY HUB BUSINESS DOCUMENT

This City Hub Business Document ("Agreement") is made and entered into as of Effective Date: . The parties to this Agreement are:

WHEREAS

WHEREAS, City Hub operates and manages urban business facilitation services, shared workspace infrastructure, and programmatic support for local enterprises; and

WHEREAS, Counterparty desires to retain City Hub to provide certain business services and access to City Hub facilities and network under the terms set forth in this Agreement; and

WHEREAS, the parties wish to define the scope, compensation, confidentiality obligations, term, and other terms governing their relationship.

SCOPE OF WORK

City Hub shall perform the services and deliverables described below. Services shall include coordination of facility access, programming, advisory services, and any additional deliverables expressly listed. Counterparty shall cooperate and provide timely information and access as reasonably requested by City Hub.

PAYMENT TERMS

In consideration for the performance of the Scope of Work, Counterparty shall pay City Hub the fees set forth below. All sums are payable in lawful currency and are non-refundable except as expressly provided in this Agreement.

If payment is not received within days of the invoice date, interest shall accrue at the rate of per month (or the maximum lawful rate if lower). Counterparty shall also be responsible for reasonable collection costs and attorneys' fees incurred by City Hub in enforcing payment.

TERM AND TERMINATION

This Agreement commences on and continues through , unless terminated earlier in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered not less than days prior to the intended termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination, Counterparty will pay City Hub for all services performed and expenses incurred through the effective date of termination, and the parties shall return or destroy Confidential Information as required under this Agreement.

CONFIDENTIALITY

Each party (Recipient) acknowledges that it may receive or have access to confidential, proprietary, or trade-secret information of the other party (Discloser). Recipient agrees to (a) hold all Confidential Information in strict confidence, (b) use Confidential Information solely to perform 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 who are bound by confidentiality obligations at least as protective as those contained herein. Confidential Information does not include information that is publicly available without breach, rightfully received from a third party without restriction, independently developed by Recipient, or required to be disclosed by law (provided Recipient gives Discloser prompt notice and cooperates with Discloser in any protective action).

The obligations in this Section shall survive termination of this Agreement for a period of years, except that trade secrets shall be protected for so long as they remain trade secrets under applicable law.

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 state and federal courts located in that state for disputes arising out of this Agreement.

ENTIRE AGREEMENT

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

MISCELLANEOUS PROVISIONS

Each party represents and warrants that it has the full power and authority to enter into this Agreement and that the person executing this Agreement on its behalf is duly authorized. Neither party shall assign this Agreement without the prior written consent of the other, except that City Hub may assign to an affiliate or successor in interest. The waiver of any breach shall not constitute a waiver of subsequent breaches.

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