AGREEMENT

THIS AGREEMENT (the Agreement) is entered into effective as of August, 20__by

and between _________________________, a ___________ ________ (Party#) and
______________________, a _______________ ____________ (Party#2)!
"#$%$A&, Party# 'owns, desires to, etc!( _____________________) and
"#$%$A&, Party#2 'owns, desires to, etc!( _____________________)
*+", ,#$%$-+%$, in consideration of the mutua. covenants set forth herein and other
good and va.uab.e consideration, the /arties agree as fo..ows0
! '&tatement of 1usiness %e.ationshi/) %ights, +b.igations(! &ub2ect to the terms and
conditions of this Agreement,
_______________________________________________________!
2! '-ees, Payments, etc!(! Party# agrees to /ay Party#2 ______________________!
3! '+ther terms4conditions(! ______________________!
5! '+ther terms4conditions(! ______________________!
6! ,erm and ,ermination! ,he initia. term of this Agreement wi.. be for ____ 'months,
days, years( from the effective date of this Agreement! ,his Agreement wi.. automatica..y renew
for successive ________ 'month, day, year( terms thereafter unti. terminated by either /arty!
,his Agreement may be terminated before its initia. term (or any renewa. term) is com/.eted, by
either /arty at any time, for any reason or for no reason at a.., /rovided that at .east __ days7
advance written notice of termination is given to the non8terminating /arty by the terminating
/arty!
9! Performance! $ach /arty wi.. /erform their res/ective duties and res/onsibi.ities under
this Agreement fair.y and in good faith!
:! A//.icab.e ;aw) <onstruction! ,his Agreement wi.. be governed by and construed in
accordance with the .aws of the &tate of _______________, without regard to any conf.ict of
.aws ru.e or /rinci/.e which might refer the governance or construction of this Agreement to the
.aws of another 2urisdiction! &ub2ect to the /rovisions set forth in this Agreement for the
severabi.ity and reformation of any inva.id or unenforceab.e /rovisions, this Agreement wi.. at
a.. times and in a.. events be construed as a who.e, according to its fair meaning, and not strict.y
for or against any /arty! =n.ess the conte>t re?uires otherwise, (a) the gender (or .ac@ of gender)
of a.. words used in this Agreement inc.udes the mascu.ine, feminine, and neuter, (b) the word
inc.uding means inc.uding, without .imitation, and (c) references to &ections refer to
&ections of this Agreement! &ection headings are for convenience on.y and do not contro. or
affect meaning or inter/retation of any terms or /rovisions of this Agreement!
A! Benue! ,he duties and ob.igations of the /arties to this Agreement can or wi.. be
/erformed, in who.e or in /art, in __________ <ounty, __________! ,he /arties agree that
a.though there may be other venues that are /ro/er under a//.icab.e .aw, __________ <ounty,
__________ is a /ro/er venue for the reso.ution of any dis/ute re.ating to or arising out of this
Agreement!
C! *umber and Dender of "ords! $>ce/t where the conte>t indicates otherwise, words in
the singu.ar number wi.. inc.ude the /.ura. and words in the mascu.ine gender wi.. inc.ude the
feminine and neuter, and vice versa, when they shou.d so a//.y!
0! Enva.id Provisions! Ef any /rovision of this Agreement is he.d to be i..ega., inva.id or
unenforceab.e under /resent or future .aws effective during the term hereof, such /rovision wi..
be fu..y severab.e) this Agreement wi.. be construed and enforced as if such i..ega., inva.id or
unenforceab.e /rovision had never com/rised a /art of this Agreement, and the remaining
/rovisions hereof wi.. remain in fu.. force and effect and wi.. not be affected by the i..ega.,
inva.id or unenforceab.e /rovision or by its severance from this Agreement! -urthermore, in .ieu
of such i..ega., inva.id or unenforceab.e /rovision there wi.. be added automatica..y as a /art of
this Agreement a /rovision as simi.ar in terms to such i..ega., inva.id or unenforceab.e /rovision
as may be /ossib.e and be .ega., va.id and enforceab.e!
! "aiver! *o consent or waiver, e>/ressed or im/.ied, by any /arty to or of any breach or
defau.t by the other /arty in the /erformance of ob.igations hereunder wi.. be deemed or
construed to be a consent or waiver to or of any other breach or defau.t in the /erformance by
such other /arty of the same or any other ob.igation under this Agreement! -ai.ure on the /art of
a /arty to com/.ain of any act or fai.ure to act of the other /arty or to dec.are the other /arty in
defau.t, irres/ective of how .ong such fai.ure continues, wi.. not constitute a waiver by such
/arty of its rights under this Agreement!
2! Attorneys7 -ees! Ef either /arty breaches this Agreement, or if it becomes necessary for
one /arty to institute .ega. /roceedings against the other /arty and the non8breaching /arty
em/.oys an attorney to enforce this Agreement, obtain in2unctive re.ief, or co..ect damages
against the breaching /arty, the breaching /arty wi.. /ay to the non8breaching /arty a..
reasonab.e attorney7s fees, court costs, e>/ert witness fees, and other e>/enses that the non8
breaching /arty so incurs!
3! <ounter/arts) $>hibits! ,his Agreement may be e>ecuted in counter/arts, with the same
effect as if both /arties had signed the same document! A.. such counter/arts wi.. be deemed an
origina., wi.. be construed together and wi.. constitute one and the same instrument! Any
e>hibits, schedu.es, or a//endices attached to this Agreement and any amendments to such
e>hibits, schedu.es, or a//endices are s/ecifica..y incor/orated into and made an integra. /art of
this Agreement for a.. /ur/oses!
5! $ntire Agreement) Amendment! ,his Agreement constitutes the entire understanding
between the /arties and su/ersedes a.. /ro/osa.s, commitments, writings, negotiations, and
understandings, ora. and written, and a.. other communications between the /arties re.ating to
the sub2ect matter hereof! ,his Agreement may not be amended or otherwise modified e>ce/t in
writing du.y e>ecuted by a.. of the /arties!
6! ,hird Party 1eneficiaries! ,he terms and conditions of this Agreement, e>/ress or
im/.ied, e>ist on.y for the benefit of the /arties to this Agreement and their res/ective successors
and assigns! *o other /erson or entity wi.. be deemed to be a third /arty beneficiary of this
Agreement!
9! Parties 1ound! ,his Agreement wi.. be binding u/on, and inure to the benefit of, each of
the /arties hereto to the e>tent a//.icab.e to them and their res/ective successors and assigns!
:! %emedies! $ach /arty to this Agreement is entit.ed to enforce its rights under this Agree8
ment s/ecifica..y, to recover damages by reason of any breach of any /rovision of this
Agreement, and to e>ercise a.. other rights e>isting in its favor! ,he /arties agree and ac@now8
.edge that money damages may not be an ade?uate remedy for any breach of the /rovisions of
this Agreement and that any /arty may, in its so.e discretion, a//.y to any court of com/etent
2urisdiction for in2unctive re.ief (inc.uding tem/orary restraining orders, tem/orary in2unctions,
and /ermanent in2unctions) in order to enforce or /revent any vio.ation of the terms of this
Agreement! ,he remedies of the /arties under this Agreement are cumu.ative and wi.. not
e>c.ude any other remedies to which any /arty may be .awfu..y entit.ed!
A! -urther Actions! "hether or not s/ecifica..y re?uired under the terms of this Agreement,
each /arty wi.. e>ecute and de.iver such documents and ta@e such further actions as may be
necessary in order for such /arty to /erform a.. of his, her, or its ob.igations s/ecified herein or
reasonab.y im/.ied from the terms hereof!
C! Futua. =nderstanding! $ach /arty has read this entire Agreement, fu..y understands the
contents hereof, has had the o//ortunity to obtain inde/endent advice as to its .ega. effect, and is
under no duress or ob.igation of any @ind to e>ecute it! ,his Agreement ref.ects the mutua.
understanding of the /arties with res/ect to a.. sub2ect matter addressed herein and wi.. be
construed according.y!
20! *otice! $>ce/t as e>/ress.y /rovided to the contrary herein, any notice re?uired or
/ermitted under this Agreement wi.. be deemed sufficient.y given if in writing and /ersona..y
de.ivered, transmitted by facsimi.e, or sent by certified mai. (/ostage /re/aid) to the /arty at the
address set forth beneath its signature be.ow or at such other address as the /arty may
subse?uent.y designate!
'+/tiona. &horter Arbitration <.ause(
2! 1inding Arbitration! $ach /arty to this Agreement agrees that any dis/ute or controversy
arising between any of the /arties to this Agreement, or any /erson or entity in /rivity therewith,
out of the transactions effected and re.ationshi/s created /ursuant to this Agreement and each
other agreement created in connection herewith, inc.uding any dis/ute or controversy regarding
the formation, terms, or construction of this Agreement, regard.ess of @ind or character, must be
reso.ved through binding arbitration! $ach /arty to this Agreement agrees to submit such dis/ute
or controversy to arbitration before the American Arbitration Association in ____________,
____________, and further agrees to be bound by the determination of any arbitrator or
arbitration /ane. em/ane..ed by the American Arbitration Association to ad2udicate the dis/ute!
Gudgment on any arbitration award may be entered in any court of com/etent 2urisdiction! Any
/arty to this Agreement may bring an action, inc.uding a summary or e>/edited /roceeding, to
com/e. arbitration of any such dis/ute or controversy in a court of com/etent 2urisdiction and,
further, may see@ /rovisiona. or anci..ary remedies, inc.uding tem/orary or in2unctive re.ief in
connection with such dis/ute or controversy in a court of com/etent 2urisdiction, /rovided that
the dis/ute or controversy is u.timate.y reso.ved through binding arbitration conducted in
accordance with the terms and conditions of this &ection!
'+/tiona. Hetai.ed Arbitration <.ause(
22! 1inding Arbitration! Party# and Party#2 agree that e>ce/t as /rohibited by a//.icab.e
.aw, any dis/ute or controversy arising between the /arties to this Agreement, or any /erson or
entity in /rivity therewith, out of the transactions effected and re.ationshi/s created /ursuant to
this Agreement or any other agreement created in connection herewith, inc.uding any dis/ute or
controversy invo.ving the formation, terms, or construction of this Agreement, regard.ess of @ind
or character, wi.. be reso.ved through binding arbitration conducted in I<ountyJ, I&tateJ! "ith
res/ect to the arbitration of any dis/ute or controversy, each /arty understands that0
A) arbitration is fina. and binding on the /arties)
1) each /arty is waiving its right to see@ certain remedies in court, inc.uding
the right to a 2ury tria.)
<) discovery in arbitration is different and more .imited than discovery in
.itigation)
H) an arbitratorKs award need not inc.ude factua. findings or .ega. reasoning,
and any /artyKs right to a//ea. or to see@ modification of a ru.ing by the
arbitrator is strict.y .imited!
$ach /arty to this Agreement wi.. submit any dis/ute or controversy to arbitration before the
American Arbitration Association (AAA) within five days after receiving a written re?uest to
do so from the other /arty! Ef any /arty fai.s to submit a dis/ute or controversy to arbitration as
re?uested, then the re?uesting /arty may commence the arbitration /roceeding! ,he -edera.
Arbitration Act wi.. govern the /roceeding and a.. issues raised by this agreement to arbitrate!
$ach /arty to this Agreement wi.. be bound by the determination of any arbitrator or arbitration
/ane. em/ane.ed by the AAA to ad2udicate the dis/ute! Gudgment on any arbitration award may
be entered in any court of com/etent 2urisdiction!
Any /arty to this Agreement may bring an action, inc.uding a summary or e>/edited
/roceeding, to com/e. arbitration of any such dis/ute or controversy in a court of com/etent
2urisdiction and, further, may see@ /rovisiona. or anci..ary remedies, inc.uding tem/orary or
in2unctive re.ief in connection with such dis/ute or controversy in a court of com/etent 2uris 8
diction, /rovided that the dis/ute or controversy is u.timate.y reso.ved through binding arbitra 8
tion conducted in accordance with the terms and conditions of this &ection! Ef any /arty
institutes .ega. /roceedings in an effort to resist arbitration and is unsuccessfu. in doing so, the
/revai.ing /arty is entit.ed to recover, from the .osing /arty, its .ega. fees, e>/ert witness costs,
and other e>/enses incurred in connection with the defense of such /roceedings!
E* "E,*$&& "#$%$+-, the /arties have e>ecuted this Agreement effective as of the
date first above written!
Party#0
InameJ

1y _____________________
Ets ________________
IAddress .ine J
IAddress .ine 2J
-acsimi.e0 (___) ___8____
Party#20
InameJ
1y _____________________
Ets ________________
IAddress .ine J
IAddress .ine 2J
-acsimi.e0 (___) ___8____