Hampton Park Business Agreement

HAMPTON PARK BUSINESS AGREEMENT

This Hampton Park Business Agreement (the Agreement) is entered into as of (Effective Date), by and between the parties identified below.

Parties

Recitals

WHEREAS, Hampton Park Representative is engaged in the business of providing facilities management, advisory services, and related operational support; and

WHEREAS, the Second Party desires to retain Hampton Park Representative to perform certain services as set forth in this Agreement and Hampton Park Representative is willing to provide such services on the terms and conditions contained herein.

Scope of Work

Hampton Park Representative shall perform the services, deliverables, and tasks described below. The services shall include a reasonable degree of professional skill and care consistent with industry practice.

Payment Terms

As consideration for the performance of the Scope of Work, the Second Party shall pay Hampton Park Representative the amounts and according to the schedule set forth below.

Invoices are due within days of receipt unless otherwise stated. Payments shall be made in United States Dollars unless otherwise agreed in writing.

Unpaid amounts shall accrue interest at the lesser of (a) % per month, or (b) the maximum rate permitted by applicable law. In addition, the Second Party shall be responsible for reasonable collection costs and attorneys' fees incurred to collect overdue amounts.

Term and Termination

The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. In addition, either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

For the purposes of this Agreement, "Confidential Information" means information disclosed by one party to the other 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, including business plans, financial information, customer lists, pricing, and trade secrets.

Each receiving party shall (a) hold Confidential Information in strict confidence, (b) not disclose Confidential Information to any third party except as expressly permitted by this Agreement, and (c) use Confidential Information solely for performance of its obligations under this Agreement. The obligations set forth in this section shall not apply to information that (i) is or becomes generally available to the public other than by breach of this Agreement, (ii) is rightfully received from a third party without restriction, (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information, or (iv) is required to be disclosed by law or valid order of a court or governmental body, provided that the receiving party provides prompt notice to the disclosing party to allow a protective order or other remedy.

The parties acknowledge that monetary damages may be inadequate to remedy a breach of this confidentiality obligation and that the disclosing party shall be entitled to injunctive relief in addition to any other remedies available at law or in equity. Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except as to trade secrets which shall survive for as long as such information remains a trade secret under applicable law.

Representations, Warranties and Indemnification

Each party represents and warrants that it has full corporate authority to enter into this Agreement and to perform its obligations hereunder. Each party shall indemnify and hold harmless the other party from and against any claims, liabilities, losses, damages, and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising out of this Agreement.

Entire Agreement and Miscellaneous

This Agreement, including any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid and enforceable provision that, to the greatest extent possible, carries out the parties' original intent. Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a sale of substantially all of its assets or a merger.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth above, by personal delivery, certified mail (return receipt requested), or overnight courier, or by email with confirmation of receipt.

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