Business Lease Agreement

BUSINESS LEASE AGREEMENT

This Business Lease Agreement (the "Agreement”) is entered into and is effective as of ________________ (the "Effective Date”), by and between [INSERT LESSEE/ BUYER NAME] ("Lessee”) and [INSERT BUSINESS/ SELLER NAME] ("Lessor”).

WHEREAS, Lessor is a [INSERT STATE] company and owns all right, title and interest in and to the business known as "[BUSINESS NAME]” and all related property described in Schedule A attached hereto (referred to collectively in this Agreement as the "Business”).

WHEREAS, Lessor desires to lease the Business to Lessee, and Lessee desires to lease and operate the Business according to the terms and conditions set forth in this Agreement.

Lessor and Lessee therefore agree as follows:

ARTICLE I – THE LEASE

1.1 The Lease. Lessor hereby leases to Lessee and Lessee hereby leases from Lessor the Business, including certain real and intellectual property consisting of the items described in Schedule A attached hereto (the "Lease”). This lease is granted for, among other things, the purpose of enabling and permitting Lessee to operate the Business for a profit and to conduct any and all operations necessary for such business operations.

1.2 Term of Lease. The term of the Lease with respect to the Business shall commence the Effective Date and shall expire on [INSERT DATE LEASE ENDS] (the "Lease Term”). Notwithstanding anything to the contrary, this Lease Term shall immediately terminate at such time Lessee purchases the Business from Lessor pursuant to the Option to Purchase granted in Section II below.

1.3 Use. Lessee may occupy and use the Business premises during the Lease Term for the purpose of operating the Business and any other related lawful purpose. Lessee’s use and operation of the Business shall comply with all applicable laws, ordinances, rules and regulations during the Lease Term. Lessee shall have the exclusive right to operate the Business during the Lease Term and Lessee may operate during such days and hours as Lessee may determine, without the imposition of minimum or maximum hours of operation by Lessor. Lessee shall have unrestricted access to the Business premises and may operate 24 hours per day, 7 days per week, 365 days per year if Lessee so desires, subject to applicable laws.

1.4 Rent. As consideration for the Lease of the Business, Lessee agrees to pay to Lessor the total amount of $___________ (the "Rent”), as set forth below:

• a. An amount of $________ shall be payable on the date this Agreement is signed.
• b. A monthly rental amount of $__________ shall be due and payable no later than the 5th day of each calendar month during the Lease Term.
• c. In the event that the above payment is not timely received, then this Agreement may be cancelled by the Lessor as provided herein.

1.5 Utilities. Payment for Utilities (as defined herein) will be the responsibility of Lessee; provided, however, that Lessor is solely responsible for ensuring the leased premises (if any) are in such condition that the utility companies can properly connect and provide all of the services used by and in connection with the Business during the Lease Term. Lessor agrees not to alter or allow the alteration of any Utility without the prior written consent of Lessee. As used herein, the term "Utilities” shall include electricity, telephone, internet, gas, water, heat/ AC, and wastewater services.

1.6 Taxes. Lessee shall be responsible for all real estate and public improvement taxes, ad valorem taxes, sales taxes, income taxes and similar taxes and assessments against the Business.

1.7 Maintenance, Repairs, and Alterations. Lessee, at its expense, may make any alterations, changes, improvements, or additions to the Business premises to prepare and make the Business premises suitable for Lessee’s contemplated use. Any alterations, changes, improvements or additions to the Business premises shall remain with the Business upon termination of the Lease, unless the same can be removed without materially damaging the Business Premises.

1.8 Insurance.

• a. Lessee’s Insurance. During the Lease Term, Lessee shall procure and maintain in full force and effect (i) insurance covering Lessee’s contents in the Business premises, (ii) with respect to the Business, comprehensive general liability insurance in a minimum amount of $1,000,000.00 per occurrence with Lessor as an additional insured. Each policy obtained by Lessee shall provide that the insurer shall give to Lessor thirty (30) days written notice prior to any cancellation of the policy and must be issued by a company authorized to do business in the State of [INSERT BUSINESS STATE].
• b. Notwithstanding anything in this Agreement to the contrary, as long as their respective insurers so permit, Lessor and Lessee will cause their respective insurance carriers to waive any and all rights of recovery, claim, action or causes of action against the other and their respective trustees, principals, beneficiaries, partners, members, officers, directors, agents, advisors, shareholders, and employees, for any loss or damage that may occur to Lessor or Lessee or any party claiming by, through or under Lessor or Lessee, as the case may be, with respect to Lessee’s property, the Business, any additions or improvements to the Business premises, or any contents thereof.

1.9 Damage, Destruction, or Condemnation.

If at any time during the Lease Term, all or any portion of the Business premises shall be damaged or destroyed by fire or other casualty, Lessor shall repair the damage within a reasonable period of time and the Rent hereunder shall be equitably abated during the repair period. If the damage is not repaired within one hundred twenty (120) days after the casualty, Lessee may elect to give notice to Lessor of Lessee’s intent to purchase the Business pursuant to the terms of Section II of this Agreement, except that the purchase price will be reduced by an amount necessary to restore the Business premises to its prior condition.

• i. If at any time during the Lease Term all of the Business premises shall be subject to a "taking” or be condemned under a power of eminent domain or by any conveyance in lieu thereof, this Agreement shall terminate and expire on the date of such taking and the Rent and other sums payable to Lessor shall be apportioned and paid by Lessee to Lessor to the date of such taking.
• ii. If, at any time during the Lease Term, less than substantially all of the Business premises shall be taken in condemnation proceedings or by any right of eminent domain, or by any conveyance in lieu thereof, the Rent shall be equitably abated and Lessor shall commence and thereafter proceed with reasonable diligence to repair, alter and restore the remaining part of the Business premises so as to constitute completed improvements, subject to such changes or alterations as Lessor and Lessee agree to make.

ARTICLE II – OPTION TO PURCHASE

2.1 Grant of Option. During the Lease Term, Lessee will have the right to purchase the entire Business for $___________. All Rent payments will be deductible from this purchase price. Upon Lessor receiving written notice from Lessee that it will purchase the Business and pay the balance of the purchase price, Lessor shall execute a Quitclaim Deed, or such other documents as may be required, conveying the Business to Lessee. The Lessor shall then deposit the Deed into escrow with a mutually acceptable escrow agent, and Lessee shall deposit the balance of the purchase price with the escrow agent. Escrow shall close within thirty (30) days of Lessee’s notice to Lessor.

a. After the closing, Lessee and Lessor agree to promptly execute such further documentation and take such further acts as are reasonably required to accomplish or properly document or verify the conveyance of the Business in accordance with the terms of this Agreement.

ARTICLE III – DELIVERY OF THE LEASED ASSETS

3.1 Conveyance of Business Interests.

It is the intent of the parties that Lessee acquire the right to use all assets and property of the Business. Although the parties have endeavored to list all such assets in Schedule A, it is the intention of the parties that all rights and assets clearly associated with the Business, even if inadvertently omitted from this Agreement, be included in the Lease. Further, while Lessor is assigning its rights and obligations under the various Assigned Agreements, LESSOR IS NOT ASSIGNING ANY LIABILITIES TO THE LESSEE, EXCEPT THOSE OBLIGATIONS SPECIFICALLY PROVIDED IN THIS AGREEMENT.

As of the Effective Date, Lessor assigns exclusively to Lessee all of Lessor’s right, title, and interest in and to the Copyright Interests, Patent Interests, Trademark Interests, Intellectual Property Rights and Other Interests in and to the Business, including all associated Goodwill, for the duration of the Lease Term.

• i. "Copyright Interests” means the copyrightable works or interests Lessor may own or have the right to sublicense of any type worldwide relating to the Business, together with all other copyright interests accruing by reason of United States copyright laws, international copyright conventions and any moral rights relating to the Business, including the right to sue for, settle, or release any past, present, or future infringement thereof.
• ii. "Goodwill” means the goodwill of Lessor in connection with the Business together with the exclusive right for Lessee to represent itself as carrying on the Business in succession to Lessor and to carry on the Business.
• iii. "Intellectual Property Rights” means any and all rights associated with works of authorship, including, but not limited to, (1) copyrights, (2) trademark and trade name rights and similar rights, (3) Trade Secret rights, (4) patents and (5) all other intellectual property rights in any jurisdiction throughout the world.
• iv. "Other Interests” means the interests, other than the Trademark Interests, Assigned Agreements, Copyright Interests, or Patent Interests, that Lessor may own or have the right to sublicense hereunder in (1) any idea, design, concept, technique, invention, discovery, or improvement, whether or not patentable, but including patents, patent applications, Trade Secrets, and know-how; (2) pictorial, literary, website content, graphic, or audio/visual works, including icons, screens, HTML code, characters, data formats, and reports of any type of sort, including the right to sue for, settle, or release any past, present, or future infringement thereof; and (3) any Trade Secrets of the Business.
• v. "Patent Interests” means the U.S. patents listed in the Disclosure Schedule attached hereto as Schedule B (and any reissues thereof), including, without limitation, the right to sue for past, present and future infringement of the Patent Interests, and the right to collect and receive any damages, royalties, or settlement for such past, present and future infringements and any and all causes of action relating to any of the inventions or discoveries described in the Patent Interests.
• vi. "Trademark Interests” means any trademark or service mark interests accruing by reason of United States trademark laws and international trademark conventions that relate to the Business, which includes the Goodwill connected with the use of and symbolized by such marks including, without limitation, the right to sue for past, present and future infringement of the Trademark Interests, and the right to collect and receive any damages, royalties, or settlement for such past, present and future infringements and any and all causes of action relating to any of the Trademark Interests, regardless of whether or not such Trademark Interest have been registered.
• vii. "Trade Secrets” shall have the meaning as provided in the Uniform Trade Secrets Act (Civil Code §3426.1(d)), without limitation, information, including a formula, pattern, compilation, program, device, method, technique, or process that (a) derives independent economic value, actual or potential, from not being generally known to the public or to other persons who can obtain economic value from its disclosure or use, and (b) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

3.2 Reference Materials for the Business. To effect the assignment and lease of ownership of the Business to Lessee, including the Goodwill of all business connected with the use of the Business, Lessor shall furnish Lessee with the files and documents (if any) evidencing all Lease property.

3.3 Copies of Assigned Agreements. On or before the Effective Date, Lessor shall deliver to Lessee signed originals of the Assigned Agreements, or if any such signed original cannot be located, Lessor’s best copy thereof. Lessor may retain copies for archival purposes or its own use.

• a. "Assigned Agreements” means the contracts set forth in the Disclosure Schedule attached hereto.

3.4 Further Assurances. Lessor agrees at Lessee’s reasonable request to execute and deliver such further conveyance agreements, and to take such further action, as may be necessary or desirable to evidence more fully the transactions described in this Agreement. Without limiting the generality of such undertaking, Lessor agrees:

• a. To execute, acknowledge and deliver any affidavits or documents of assignment and conveyance regarding the Business;
• b. To provide testimony and other evidence in connection with any proceeding affecting the right or interest of Lessee in the Business; and
• c. To perform any other acts deemed necessary to carry out the intent of this Agreement.

ARTICLE IV – WARRANTIES AND OBLIGATIONS OF LESSOR

4.1 Authority. Lessor represents and warrants that Lessor has the authority to enter into this Agreement on behalf of the Business.

4.2 Title to Assets. Lessor further warrants that Lessor is the absolute beneficial owner of the Business and all associated assets, with good and marketable title, free and clear of any liens, charges, encumbrances or rights of others. Lessor is exclusively entitled to possess and dispose of the Business and all such associated assets.

4.3 Title to Intellectual Property Owned by Business. Lessor represents and warrants that the Business, along with any and all related Intellectual Property, including the associated Copyright Interests, Patent Interests, Trademark Interests, Intellectual Property Rights and Other Interests in and to the Business, are all collectively and specifically owned by Lessor, and is free and clear of any and all liens or encumbrances. Lessor further represents and warrants that:

• a. The patents, copyrights, trademarks and trade names are duly registered with the appropriate public authorities, if necessary, such that the rights associated with the trademarks and trade names are protected.
• b. To the best knowledge of Lessor, there are no claims of infringement existing against the patents, copyrights, trademarks, or any other trade names, used by the Business.
• c. Lessor warrants that any patents, copyrights, trademarks and trade names used in whole, or in part, in or as required for the proper carrying on of the Business are validly and beneficially owned by, and for the sole and exclusive use of, the Business.

4.4 Right to Use Other Intellectual Property. Lessor warrants that any other Intellectual Property Rights and Other Interests used in operating the Business, such as property or equipment leases or software use rights, are validly held by the Business and the necessary rights for full use thereof will be transferred to Lessee at closing.

4.5 Accuracy of Information. Lessor further warrants that all information provided to Lessee concerning the operation, history, finances, or any other information is accurate, complete and truthful, and Lessor agrees to be held solely responsible for the verification, completeness and accuracy of this information. Lessor will furnish Lessee all pertinent information, within Lessor’s knowledge, or subject to Lessor’s control, concerning all aspects of the Business.

4.6 Taxes. Lessor warrants that Lessor (and the Business, as applicable) has withheld all necessary amounts required to be withheld under all applicable state and federal income tax laws, and has paid, or will pay, all amounts owing to the proper authorities.

4.7 Legal Compliance. Lessor represents and warrants that Lessor (and the Business, as applicable) is now in full compliance with all local, state and federal laws, rules and regulations regarding the operation and lease of the Business as described herein.

4.8 Preservation of Value. Lessor agrees to use all reasonable Business efforts to preserve the value of the Business during the Lease Term and will take no action that will impair the value or marketability of the Business.

4.9 No Contracts or Claims. Lessor warrants that no outstanding third-party contracts exist, which could result in any type of action against the Business or against Lessor, or have any negative effect on the Business, now or at any time in the future. To the best of Lessor’s knowledge, there are no pending, or anticipated claims or litigation, against the Business, or against Lessor’s ownership or title in the Business, or against Lessor’s ability to dispose of the Business.

4.10 Non-Infringement. Lessor warrants that the conduct of the Business does not infringe on the patents, copyrights, trademarks or trade names, domestic or foreign, of any other person, firm or other entity, to the best knowledge of Lessor.

4.11 Use of Software. Lessor warrants that the Business owns, or is licensed to use, all necessary software and it can continue to use any and all computerized records, files and programs in the foreseeable future in the same manner as before the closing of this transaction.

4.12 No Demand for Additional Payment. Lessor agrees that the compensation provided for in this Agreement is the only payment that Lessor shall receive from Lessee for the Lease of the Business. In particular, nothing contained herein shall give Lessor the right to receive any additional form of payment from any of Lessee’s use of the Business, whether in cash or product.

4.13 Accuracy of Representations and Warranties. Lessor warrants to Lessee that each of the representations and warranties made by it is accurate, complete and not misleading. Lessor also acknowledges that Lessee is entering into this Agreement, in reliance on each such warranty and representation.

4.14 Liability for Misrepresentations. In the event that Lessee has a claim against Lessor relating to one or more representations or warranties made by Lessor herein, Lessor shall incur no liability to Lessee, unless and until, Lessee provides notice, in writing, to Lessor, said notice containing complete details of the claim, within ninety days (90) of discovery of such misrepresentation.

ARTICLE V – WARRANTIES AND OBLIGATIONS OF LESSEE

5.1 Authority. If the Lessee is a partnership, corporation, or other entity, the person(s) signing on behalf of the Lessee represent(s) and warrant(s) that said person has the authority to enter into this contract on behalf of the Lessee.

5.2 Business Leased As-Is. Lessee agrees that the Business is being leased as-is, without any warranties, express or implied, except for those explicitly contained herein. In the event of dispute, liability cannot exceed the value of the Rent actually paid by Lessee.

5.3 Due Diligence. Lessee agrees that Lessee has performed all necessary due diligence concerning Business and Lessee has no outstanding concerns or questions.

5.4 Ability to Transact. Lessee warrants that Lessee has funds available to pay the full Rent, and any expenses incurred by Lessee, in connection with this transaction, and Lessee has not incurred any obligation, commitment, restriction, or liability of any kind, absolute or contingent, present or future, which would adversely affect its ability to perform its obligations under this Agreement.

5.5 Required Authorizations. Lessee will obtain, prepare or otherwise complete all forms, documents, consents, approvals, registrations, declarations, orders, and authorizations from any person, or any governmental or public body, required of Lessee in connection with the execution of this Agreement.

5.6 Taxes. Lessee is responsible for paying all applicable taxes, including federal sales tax, state sales tax, duties, and any other taxes, or charges, which are necessary during the Lease Term.

ARTICLE VI – CONFIDENTIALITY AND NON-INTERFERENCE

6.1 Non-Disclosure Agreement. The parties agree to treat the Confidential Information or Trade Secrets the Business as confidential and will safeguard them in the same manner that each party treats similar information of like kind, but will use no less than a reasonable degree of care. Upon discovery of any unauthorized use or disclosure, whether intentional or accidental, the discovering party shall immediately notify the other party and shall endeavor to prevent further unauthorized use or disclosure. The parties acknowledge that all Confidential Information or Trade Secrets that come into their possession or knowledge during the operation or use of the Business remains the property of the Business.

a. "Confidential Information” means all Trade Secrets, discussions between the parties, and any and all non-public information relating to the Business or this Agreement, including, without limitation, all technical, developmental, marketing, sales, operating, performance, cost, know-how, business plans, business methods, process information, product information, customer information, licenses, contracts and agreements that is of value to the Business and is treated as confidential by the parties. Unless otherwise specified, all information transmitted between the parties is presumed to be Confidential Information.

6.2 Exceptions to Non-Disclosure Agreement. Section 6.1 shall not apply to the extent that such information:

• a. is obtained from a third party whom the parties do not have any reason to believe is bound by a duty of confidentiality;
• b. relates to information that is or becomes generally known to the public not as a result of a breach of confidentiality; or
• c. is required to be disclosed by law or judicial process (in which case prior to such disclosure the disclosing party shall promptly provide prior written notice of such required disclosure to the other in order to afford the opportunity to seek an appropriate protective order preventing such disclosure).

6.3 Non-Compete Agreement. During the Lease Term, Lessor shall not:

• a. develop, manufacture, market or sell any technology, software, application or other product or service that competes with Lessee’s use or operation of the Business; or
• b. engage in any business in direct competition with the Business; in [INSERT BUSINESS STATE] or any other state in which the Business has operated in during the two (2) years preceding this Agreement.

6.4 Non-Solicitation Agreement. Lessor covenants and agrees that during the Lease Term, Lessor shall not:

• a. Solicit for employment any employee, consultant or independent contractor of the Business, unless such person has not been employed by the Business for a period of ninety (90) days or more before the Effective Date; or
• b. Solicit any Business Partner of the Business.
• i. "Business Partner” means any present or prospective customer, client, vendor, supplier, manufacturer, distributor or other business partner of the Business.
• ii. "Solicit” means to (1) service, take orders from or solicit the business or patronage of any Business Partner for Lessor or any other Person, (2) divert, entice or otherwise take away from the Business or Lessee the business or patronage of any Business Partner, or to attempt to do so, or (3) solicit, induce or encourage any Business Partner to terminate or reduce its relationship with the Business or Lessee.

6.5 Enforcement. The obligations under this Article VI shall continue after the execution of this Agreement. Upon a breach of this Article VI by Lessor, Lessee shall have the right to immediately terminate this Agreement. Further, Lessee shall be entitled, together with all other remedies at law, to enforce this Agreement by specific performance and/or injunctive relief in accordance with the laws of [INSERT BUSINESS STATE].

ARTICLE VII – INDEMNIFICATION

7.1 Indemnification by Lessor. Lessor will indemnify and save harmless Lessee, its officers, directors, employees, and agents, from and against all costs, expenses, losses, claims, damages, penalties, fines, judgments, awards, settlements, fees and liabilities, including reasonable legal fees and disbursements (collectively "Losses”) suffered or incurred by Lessee, or any of the above mentioned persons, arising out of, or occasioned by (a) the wrongful acts of Lessor, prior to the closing of the transactions contemplated by this Agreement, (b) any inaccuracies in or any breach of any representation, warranty, covenant or agreement of Lessor in this Agreement, and (c) any of its retained liabilities (those liabilities not assigned under this Agreement).

7.2 Indemnification by Lessee. Except for the negligence or willful misconduct of Lessor, its employees and agents, and to the extent permitted by law, Lessee agrees to indemnify, defend and hold harmless Lessor and its officers, directors, members and employees (each, a "Lessor Party”) from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) resulting from claims by third parties for injuries to any person and damage to or theft or misappropriation or loss of property occurring in the Business premises or caused by Lessee’s use and operation of the Business. If any action or proceeding is brought against any Lessor Party by reason of any such claim, then Lessee, upon notice from Lessor, shall defend the claim at Lessee’s expense with counsel of Lessee’s choice.

7.3 Lease Defaults; Remedies.

• a. Except as specifically provided herein, in the event of any default by Lessor or Lessee in its respective obligations under this Agreement, the other party shall not have the right to bring any action or make any claim because of such default until the defaulting party fails to cure such default within (i) thirty (30) days after receipt of written notice of any non-monetary default from the non-defaulting party, or (ii) fifteen (15) days after receipt of written notice of any monetary default from the non-defaulting party. However, if the default is of such nature that it cannot readily be cured within such thirty (30) day period, an action or claim may not be brought by the non-defaulting party so long as the defaulting party commences to cure such default within such thirty (30) day period and diligently pursues such cure continuously thereafter.
• b. In the event of a default by Lessee of its obligations hereunder that Lessee does not cure within the period set forth in Section 7.3 above, Lessor’s remedies for Lessee’s default are to sue for damages and/or pursue any other remedy that Lessor may have at law or in equity.
• c. In the event of a default by Lessor of its obligations hereunder that Lessor does not cure within the period set forth in Section 7.3 above, Lessee’s remedies for Lessor’s default are to sue for damages and/or pursue any other remedy that Lessee may have at law or in equity.
• d. It is not a waiver of default if the non-defaulting party fails to declare immediately a default or delays in taking any action. Pursuit of any remedies set forth in this Agreement does not preclude pursuit of other remedies in this Agreement or provided by law. Lessor and Lessee have a duty to mitigate damages.

ARTICLE VIII – GENERAL PROVISIONS

8.1 Termination. Lessee shall have the right to terminate this Agreement at any time by giving sixty (60) days’ prior written notice of termination to Lessor.

• a. Default. If Lessee fails to perform its obligations under this Agreement, and in particular fails to make any payment due to Lessor hereunder, Lessor may declare Lessee in default by giving Lessee written notice of default which specifies the obligation(s) which Lessee has failed to perform. If Lessee fails to remedy a default in payment within fifteen days (15) of receiving the notice of default, or fails to remedy or commence to remedy any other default within thirty (30) days of receiving notice, Lessor may terminate this Agreement and Lessee shall peaceably surrender possession of the Business property to Lessor. Notice of termination shall be in writing and served in accordance with this Agreement.
• b. Obligations Following Termination. In the event of voluntary or involuntary termination, Lessee shall surrender possession of the Business property to Lessor and shall have no further liability or obligation under this Agreement, except for its obligation (1) to pay its apportioned share of taxes,; (2) to pay the cost of removal of any Lessee materials or equipment on the Business property; (3) to fulfill its reclamation responsibilities, if any; and (4) to satisfy any other obligation imposed by this Agreement or by law.

8.2 Force Majeure.

• a. Suspension of Obligations. If Lessee is prevented by Force Majeure from timely performance of any of its obligations hereunder, except the payment of money, the failure of performance shall be excused and the period for performance shall be extended for an additional period equal to the duration of Force Majeure. Upon the occurrence and upon the termination of Force Majeure, Lessee shall promptly notify Lessor in writing. Lessee shall use reasonable diligence to remedy Force Majeure, but shall not be required to contest the validity of any law or regulation or any action or inaction of a civil or military authority
• b. Definition of Force Majeure. ‘Force Majeure’ means any cause beyond a party’s reasonable control, including law or regulation; action or inaction of civil or military authority; inability to obtain any license, permit, or other authorization that may be required to conduct operations on or in connection with the Business; interference with mining operations by a lessee of oil, gas, or geothermal resources under the Business; unusually severe weather; mining casualty, unavoidable mill shutdown, damage to or destruction of a mine plant or facility; fire, explosions, floods, severe earthquakes, volcanic eruptions, insurrection, riot; nuclear war, terrorist activities, labor disputes; inability after diligent effort to obtain workmen or material, including drilling contractors; delays in transportation and acts of God

8.3 Notice. Any notice under the terms of the Agreement may be made by a (i) written email with a required delivery receipt to sender; or by a (ii)written letter sent by regular mail, postage prepaid, registered or certified return receipt requested. Notices by email are deemed to have been received as of the time and date stamp on the delivery receipt to the sender. Notices delivered by mail are deemed to have been received three (3) days after the date of mailing on the return receipt. Each party giving Notice shall address the Notice to the parties at the addresses listed in this Agreement or that may be provided by the parties from time to time.

8.4 Binding Effect; Benefits. This Agreement shall inure to the benefit of the parties hereto and shall be binding upon the parties hereto and their respective heirs, successors, and assigns. Except as otherwise set forth herein, nothing in this Agreement, expressed or implied, is intended to confer on any person, other than the parties hereto, or their respective heirs, successors, and assigns any rights, remedies, obligations, or other liabilities under, or by reason of, this Agreement.

8.5 Governing Law. This Agreement shall be construed as to both validity and performance and enforced in accordance with and governed by the laws of [INSERT STATE], USA.

8.6 Severability. If any term, covenant, condition, or provision of this Agreement, or the application thereof, to any circumstance shall be invalid, or unenforceable, to any extent, the remaining terms, conditions, and provisions of this Agreement shall not be affected thereby and each remaining term, covenant, condition, and provisions of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law. If any provision of this Agreement is so broad as to be unenforceable, such provisions shall be interpreted to be only as broad as is enforceable. Where any provision in this Agreement is found to be unenforceable, the Lessee and the Lessor shall then make reasonable efforts to replace the invalid, or unenforceable, provision with a valid and enforceable substitute provision, the effect of which is as close as possible to the intended effect of the original invalid or unenforceable provision.

8.7 Assignment. The rights and obligations of the parties under this Agreement shall not be assignable, except with the prior written consent of the other party hereto.

8.8 Headings of Articles, Sections, and Subsections. The headings of Articles, Sections, and subsections used within this Agreement are included solely for the convenience and reference of the reader. They have no significance in the interpretation or construction of this Agreement.

8.9 Construction of Words. Words in the singular shall include the plural and vice-versa, and words importing the masculine shall include the feminine and the neuter and vice-versa, and words importing persons shall include corporations and vice-versa.

8.10 Attorney’s Fees and Costs. The prevailing party in any action shall be entitled to recover from the other party all reasonable costs and expenses incurred, including but not limited to reasonable attorneys’ fees.

8.11 Entire Agreement. This Agreement constitutes the entire Agreement between the parties and it supersedes all negotiations, preliminary agreements, and all prior and contemporaneous discussions and understandings between the parties and shall not be modified except in writing executed by the parties. The parties expressly acknowledge reading, understanding and receiving a copy of this Agreement. A facsimile copy of this Agreement and any signatures shall be considered for all purposes to be original.

IN WITNESS OF WHEREOF, the parties have executed this Agreement on the date following their signatures.

Schedule A

THE BUSINESS PROPERTY

Lessor hereby agrees to lease to Lessee the property described below:

1. The website, ___________________, the internet address of which is: __________.com;
2. All other domain names owned by Lessor which are associated with said website;
3. Any and all intellectual property and proprietary information, including patents, trademarks, copyrights, and data reasonably associated with the website, its code, and the Business;
4. Any and all logos, displays, creative assets, and other digital graphic files associated with the Business;
5. All customer lists associated with the Business;
6. Customer information, which has been gathered by Lessor while conducting the Business, including personal information, payment information, customer feedback information and all other customer information, which may be lawfully within the possession and control of Lessor;
7. All the rights relating to the Business in connection with contracts, commitments, sales contracts and other contracts and agreements with customers;
8. All accounts receivable, notes receivable, accrued interest receivable, claims, deposits, prepayments, refunds, causes of action, rights of recovery, rights of set-off and rights of recoupment with respect to the Business;
9. Any and all agreements, licenses or contracts, in which Lessor and/or the Business is a party, including, but not limited to all rights to intellectual Property used by, or which is an integral part of the Business’s operations;
10. All accounts on other websites which belong to the Business, including, but not limited to, Amazon, Google, Facebook, Twitter, Instagram, Pinterest, WordPress, etc.;
11. Rights to the Amazon store template, if any;
12. All supplier contacts and information required for Business operations, including current and former suppliers and BBB information;
13. All Goodwill of Lessor and the Business;
14. The right to use Lessor’s signage, branding, and sales pitch;
15. All rights to all copyrights, designs, trade styles, trade names, and trademarks including, without limitation, the name "______________” and any other intellectual property used in connection with the Business, including all Copyright Interests and Trademark Interests related thereto;
16. All Trade Secrets including, but not limited to, all information regarding customers and customers’ requirements, all research, know-how, product formulas and Confidential Information used in the Business;
17. All government licenses, permits and approvals issued to Lessor with respect to the Business (if any) in effect as of the Effective Date, including, but not limited to, those that are listed in the Disclosure Schedule, insofar as such permits are transferable; and
18. The following listed inventory:
    1. ___ units of ___________________; and
    2. Any other existing Business inventory in Lessor’s possession.
19. All supplier lists associated with the Business, including both current suppliers of the listed inventory and past, inactive suppliers.

Schedule B

DISCLOSURE SCHEDULE

Trademarks or Trade Names

*Note all starred items are unregistered trade names

Domain Names

Patents

Assigned Agreements

Business Licenses or Permits

Other Assets