Notice of Association Document

NOTICE OF ASSOCIATION

This Notice of Association (the "Notice") is made effective as of by and between Primary Party Name: (hereinafter "Primary Party") and Associated Party Name: (hereinafter "Associate"). Both Primary Party and Associate are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Primary Party is engaged in activities and business operations described as:

WHEREAS, Associate has indicated a desire to associate with Primary Party for the limited or specified purposes set forth in this Notice in accordance with the terms and conditions below; and

WHEREAS, the Parties intend by this Notice to define the scope of their association, to allocate authority and responsibility, and to set forth the Parties' mutual representations, obligations and remedies.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the Parties agree as follows:

1. DEFINITIONS

1.1. "Association" means the relationship established by this Notice for the purposes described in Section 2. "Confidential Information" has the meaning set forth in Section 5. Terms used in this Notice and defined in applicable law shall have the meanings assigned therein unless otherwise defined herein.

2. NATURE AND SCOPE OF ASSOCIATION

2.1. Purpose. The Parties agree to associate for the following purpose(s):

2.2. Type of Association (select all that apply):
Limited Purpose Association Joint Association Business Association Other

2.3. If "Other" is selected or to further define the association, describe scope and limitations:

3. AUTHORITY AND LIMITATIONS

3.1. Authority. Unless expressly set forth in writing and signed by both Parties, the Associate shall have no authority to bind the Primary Party to any contract, obligation, representation or warranty. Any authority granted to Associate must be set forth in a separate writing signed by an authorized representative of the Primary Party.

3.2. Limitations. Associate shall not incur any debt, liability or obligation on behalf of Primary Party, nor use Primary Party's name, marks, trade names or credit without prior written consent, except as expressly provided in this Notice or an acknowledged written amendment.

4. TERM AND TERMINATION

4.1. Term. The Association shall commence on the effective date set forth above and shall continue until terminated in accordance with this Section 4.

4.2. Termination. Either Party may terminate this Association without cause by providing written notice to the other Party not less than days prior to the intended termination date. Termination for cause may be effected immediately upon written notice for material breach that remains uncured after receipt of written notice and a reasonable cure period when applicable.

5. CONFIDENTIALITY

5.1. Definition. "Confidential Information" means non-public information disclosed by one Party to the other, whether oral or written, 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.

5.2. Obligations. Each Party shall (a) protect Confidential Information of the other Party with the same standard of care it uses to protect its own confidential information but no less than a reasonable standard of care; (b) not use Confidential Information except as necessary to perform its obligations under this Notice; and (c) restrict disclosure of Confidential Information to its employees, agents or contractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those set forth herein.

5.3. Exceptions. Confidential Information does not include information that: (a) is or becomes publicly available other than through a breach of this Notice; (b) is independently developed without use of the other Party's Confidential Information; (c) is rightfully received from a third party without restriction; or (d) is required to be disclosed by law, provided the disclosing Party gives prompt written notice to the other Party to permit a protective order or other remedy.

6. COMPENSATION AND EXPENSES

6.1. Compensation. If compensation is payable to a Party for services or other performance under this Notice, the rate, timing and manner of payment shall be set forth as follows:

6.2. Expenses. Each Party shall bear its own costs and expenses incurred in connection with the Association, except as otherwise agreed in writing.

7. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other that: (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (b) it has the authority to enter into and perform its obligations under this Notice; and (c) execution and delivery of this Notice has been duly authorized by all necessary corporate or other action.

8. INDEMNIFICATION

8.1. Indemnity by Associate. Associate shall indemnify, defend and hold harmless Primary Party and its officers, directors, employees and agents from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from Associate's negligent acts, willful misconduct or material breach of this Notice.

8.2. Indemnity by Primary Party. Primary Party shall indemnify, defend and hold harmless Associate to the extent any claim arises from Primary Party's negligent acts, willful misconduct or material breach of this Notice.

9. NOTICES

Primary Party Notice Address:

Associate Notice Address:

Notices shall be in writing and delivered by hand, certified mail (return receipt requested), nationally recognized overnight courier, or email when receipt is confirmed, to the addresses set forth above or to such other address as either Party may designate by notice in accordance with this Section. Notice shall be effective upon delivery or, in the case of certified mail, on the date of receipt shown on the return receipt.

10. AMENDMENTS; WAIVER

No amendment or waiver of any provision of this Notice shall be effective unless made in writing and signed by duly authorized representatives of both Parties. No waiver of any breach shall constitute a waiver of any subsequent breach.

11. GOVERNING LAW; VENUE

This Notice shall be governed by and construed in accordance with the laws of the state or jurisdiction selected by the Parties below. The Parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for resolution of disputes arising out of or in connection with this Notice.

Governing law selected by the Parties:

12. ENTIRE AGREEMENT; SEVERABILITY

This Notice constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications. If any provision of this Notice is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

13. COUNTERPARTS

This Notice may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signatures transmitted by facsimile or electronic image shall be deemed original signatures for all purposes.

14. MISCELLANEOUS

Headings used in this Notice are for convenience only and shall not affect the interpretation of any provision. The Parties agree to execute such further documents and take such further actions as may be reasonably necessary to effectuate the purposes of this Notice.

Additional comments or specific arrangements:

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