Retail Store Agreement

RETAIL STORE AGREEMENT

This Retail Store Agreement ("Agreement") is entered into on by and between:

RECITALS

WHEREAS, Owner is the fee owner or authorized licensor of certain commercial premises located at (the "Premises");

WHEREAS, Retailer desires to operate a retail store at the Premises to sell goods and provide services consistent with the Permitted Use described herein; and

WHEREAS, Owner is willing to grant Retailer the right to occupy and operate at the Premises upon the terms and conditions set forth in this Agreement.

SCOPE OF WORK; PERMITTED USE

Retailer shall operate and maintain a retail establishment at the Premises. The Retailer shall perform the following work and activities:

Permitted Use:

PAYMENT TERMS

Late Payment Fee: If any payment due under this Agreement is not received within days after the due date, Retailer shall pay a late charge equal to:

All amounts payable under this Agreement are exclusive of sales tax and other applicable taxes, which shall be paid by Retailer where required by law.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date:

Either party may terminate this Agreement for convenience upon giving written notice to the other party at least days prior to the intended termination date. Owner may terminate immediately for Retailer's material breach that remains uncured for thirty (30) days after written notice.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public business, financial, technical or operational 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. Confidential Information shall not include information that:

(a) is or becomes publicly known through no breach of this Agreement by the receiving party; (b) was lawfully in the receiving party's possession prior to disclosure; (c) is disclosed to the receiving party by a third party having the right to disclose; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party agrees to protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care. The obligations of confidentiality survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law. Breach of this Section would cause irreparable harm and the disclosing party may seek injunctive relief in addition to other remedies.

INSURANCE; COMPLIANCE; INDEMNIFICATION

Retailer shall maintain commercial general liability insurance and product liability insurance with limits not less than per occurrence and shall name Owner as an additional insured where required. Retailer shall comply with all statutes, ordinances and regulations applicable to its operations. Retailer shall indemnify, defend and hold Owner harmless from and against all claims arising from Retailer's use of the Premises, except to the extent caused by Owner's gross negligence or willful misconduct.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The parties shall first attempt in good faith to resolve disputes by negotiation. If unresolved, disputes shall be resolved by binding arbitration administered in the county where the Premises are located, unless the parties agree otherwise in writing.

ASSIGNMENT; ENTIRE AGREEMENT

Retailer shall not assign or transfer its rights or obligations under this Agreement without Owner's prior written consent, which shall not be unreasonably withheld. This Agreement, including any exhibits or addenda expressly incorporated herein, constitutes the entire agreement between the parties concerning the Premises and supersedes all prior negotiations, representations and agreements, whether written or oral. Any amendment must be in writing and signed by both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by notice to the other in accordance with this Section. Notices shall be effective upon personal delivery, confirmed delivery by commercial courier, or three (3) days after deposit in the United States mail, postage prepaid, certified mail, return receipt requested.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. The parties are independent contractors and nothing contained in this Agreement creates a partnership, joint venture or agency relationship. Headings are for convenience only and do not affect interpretation.

ADDITIONAL TERMS

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