Termination Arena Agreement

TERMINATION ARENA AGREEMENT

This Termination Arena Agreement ("Agreement") is made and entered into as of Effective Date: by and between:

Recitals

WHEREAS, the parties previously entered into an agreement governing the use, operation, or management of the Arena identified as the Arena Agreement dated (the "Original Agreement");

WHEREAS, the parties desire to terminate the Original Agreement in accordance with the terms set forth herein, to provide for an orderly wind-down of obligations, and to allocate final payments, liabilities, and responsibilities relating to the Arena;

WHEREAS, the parties agree that the termination shall be effective on the Effective Termination Date provided below and that certain post-termination obligations shall survive as specified in this Agreement.

Scope of Work; Wind-Down

The parties agree to the following scope of work necessary to effectuate termination and wind-down of Arena operations, removal of property, and final accounting:

Specific items to be addressed in the wind-down include inventory reconciliation, removal or retention of fixtures and equipment, contract novations or assignments where applicable, employee separation procedures, transfer of records, and safety remediation. Unless otherwise agreed in writing, Party B shall complete the actions set forth in the scope_of_work within days after the Effective Termination Date.

Payment Terms

Final payment obligations and settlement of all outstanding amounts under the Original Agreement shall be as follows.

Late payments not received within days after the Payment Due Date shall bear interest at the lesser of (i) % per month or (ii) the maximum rate permitted by governing law. In addition, the non-defaulting party may recover reasonable costs of collection, including attorneys' fees.

Term and Termination

The termination contemplated by this Agreement shall be effective as of: Effective Termination Date: .

Start Date for wind-down activities: End Date for completion:

Either party may terminate this Agreement for material breach if such breach is not cured within days after written notice. Termination for convenience by mutual written agreement is permitted upon delivery of written notice and settlement of outstanding obligations as provided herein.

Confidentiality

Each party acknowledges that during performance and wind-down it may receive Confidential Information of the other party. "Confidential Information" means nonpublic commercial, financial, operational, personnel, technical or other information that is identified as confidential or that by its nature ought reasonably to be treated as confidential. Each party shall:

(a) maintain in confidence all Confidential Information of the disclosing party; (b) use such Confidential Information only for purposes of performing obligations under this Agreement; and (c) not disclose such Confidential Information to any third party except to employees, contractors, advisors or successors who have a need to know and who are bound by obligations of confidentiality at least as protective as those set forth herein. Confidentiality obligations shall survive termination for a period of years, except for trade secrets which shall be protected for as long as permitted by law.

Representations and Warranties

Each party represents and warrants that it has full authority to enter into this Agreement, that performance hereunder will not violate any other agreement to which it is bound, and that the execution and delivery of this Agreement has been duly authorized by all necessary corporate or organizational action.

Indemnification and Liability

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any claims, damages, losses or liabilities arising out of the indemnifying party's breach of this Agreement, negligence, willful misconduct, or failure to perform the wind-down obligations. Except for indemnification obligations and willful misconduct, neither party shall be liable to the other for consequential, incidental, special or punitive damages.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The parties agree to attempt good faith negotiation of any dispute. If negotiation fails, the parties agree that disputes arising under this Agreement shall be resolved by binding arbitration in the county or judicial district where Party A's primary place of business is located, pursuant to the rules of the selected arbitral institution, and judgment on the award may be entered in any court of competent jurisdiction.

Entire Agreement; Amendment

This Agreement, together with any written schedules or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. This Agreement may be amended only by a writing signed by authorized representatives of both parties.

Survival

The provisions of this Agreement that by their nature survive termination, including but not limited to confidentiality, indemnification, payment obligations, representations and warranties, and governing law, shall survive termination or expiration of this Agreement.

Additional Provisions

Notices required under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may specify in writing. Delivery may be made by hand, certified mail, or commercial courier.

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