Market Address Document

MARKET ADDRESS DOCUMENT

This Market Address Document (the Agreement) is entered into as of by and between:

Client Name:

Provider Name:

RECITALS

WHEREAS, Provider maintains and controls the commercial address located at (the Market Address); and

WHEREAS, Client desires to obtain a licence to use the Market Address for business identification, marketing presence, mail receipt and related permitted uses, and Provider is willing to grant such licence on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that the Market Address use be limited to the activities expressly authorized in this Agreement and that Provider retain physical control of the Market Address at all times.

SCOPE OF WORK

Provider shall provide the following services in connection with the Market Address (the Services). The Services shall be performed in a commercially reasonable manner and in accordance with the terms of this Agreement:

PAYMENT TERMS

Client shall pay Provider for the Services the amount of per .

Fees are due within days of invoice. Late payments shall incur a late fee of per month on the outstanding balance, or the maximum amount permitted by law, whichever is less.

Client is responsible for any taxes, duties or governmental charges arising from Client's use of the Market Address, except taxes based solely on Provider's net income.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon prior written notice of days to the other party. Provider may terminate immediately upon written notice if Client breaches any material obligation and fails to cure within ten (10) days after receipt of written notice of such breach.

Upon termination, Client shall promptly cease use of the Market Address for any new marketing, registration or contracts and shall retrieve or arrange for retrieval of any mail or property held by Provider within days. Provider may dispose of unclaimed items in accordance with applicable law.

CONFIDENTIALITY

“Confidential Information” means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential. Each receiving party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

Confidential Information does not include information that: (i) is or becomes publicly available other than through breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) was known to the receiving party prior to disclosure; or (iv) is independently developed without use of the disclosing party’s Confidential Information. Remedies for breach include injunctive relief and recovery of damages.

The confidentiality obligations survive termination of this Agreement for a period of years.

NOTICES

Notices must be in writing and are effective upon delivery when delivered in person, by nationally recognized overnight courier, or three (3) days after deposit in the U.S. mail, postage prepaid, addressed to the receiving party at its notice address.

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 said State for resolution of any disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the Market Address and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any amendment or modification must be in writing signed by both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will continue in full force and effect. No waiver of any breach will be deemed a waiver of any other or subsequent breach. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, agency or employment relationship.

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