Free Gym Business Contract

This Gym Business Contract (the "Agreement") is made and entered into as of this 21st day of June, 2050, by and between [Your Company Name], located at [Your Company Address] ("Gym"), and [Partner Company Name], located at [Partner Company Address] ("Business Partner"). The Gym and Business Partner are sometimes individually referred to as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Gym is engaged in the business of providing fitness and wellness services, including but not limited to, gym memberships, personal training, group fitness classes, and related services;

WHEREAS, the Business Partner is engaged in the business of providing products and/or services that complement and enhance the Gym’s offerings, which may include but are not limited to, fitness equipment, nutritional supplements, health food products, wellness programs, and other related goods and services;

WHEREAS, the Parties desire to enter into this Agreement to establish the terms and conditions under which they will collaborate and conduct business together for their mutual benefit;

NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

1. Definitions

1.1 Agreement shall mean this Gym Business Contract, including all exhibits, schedules, and attachments hereto, as may be amended from time to time.

1.2 Confidential Information shall mean all non-public, proprietary information, whether oral or written, disclosed by one Party to the other Party 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.

1.3 Term shall mean the duration of this Agreement as specified in Section 4 of this Agreement.

1.4 Services shall mean the services provided by the Gym and the Business Partner as specified in Section 2 of this Agreement.

2. Scope of Services

2.1 Gym’s Services. The Gym shall provide the following services to the Business Partner and its customers:

• Access to the Gym’s facilities for conducting fitness classes and workshops.

• Promotion of the Business Partner’s products and services through the Gym’s marketing channels, including social media, newsletters, and in-gym advertisements.

• Collaboration on special events and health and wellness programs.

2.2 Business Partner’s Services. The Business Partner shall provide the following services and products to the Gym and its members:

• Supply of fitness equipment, nutritional supplements, health food products, and other related goods as needed by the Gym.

• Offering discounts and special promotions to the Gym’s members.

• Providing expert trainers or professionals for conducting workshops and fitness programs at the Gym.

3. Payment Terms

3.1 Service Fees. In consideration of the Services provided by each Party, the Parties agree to the following payment terms:

• The Business Partner shall pay the Gym a monthly fee of [Fee Amount] USD for the promotional and facility usage services provided by the Gym.

• The Gym shall pay the Business Partner for the goods and services supplied based on the pricing agreed upon in Exhibit A attached hereto.

3.2 Payment Schedule. Payments shall be made on a monthly basis, with invoices due and payable within thirty (30) days of receipt. Any late payments shall incur a late fee of 1.5% per month, or the maximum rate permitted by law, whichever is less.

3.3 Expenses. Each Party shall be responsible for its own expenses incurred in the performance of this Agreement unless otherwise agreed upon in writing.

4. Term and Termination

4.1 Term. This Agreement shall commence on the Effective Date and shall continue for a period of one (1) year (the "Initial Term"), unless earlier terminated in accordance with the provisions of this Agreement. This Agreement shall automatically renew for successive one-year terms (each a "Renewal Term") unless either Party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current term.

4.2 Termination for Convenience. Either Party may terminate this Agreement for any reason or no reason by providing the other Party with ninety (90) days’ prior written notice of termination.

4.3 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice to the other Party if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days of receiving written notice of the breach.

4.4 Effect of Termination. Upon termination of this Agreement for any reason:

• Each Party shall return or destroy all Confidential Information of the other Party in its possession.

• Any outstanding payment obligations shall survive termination and shall become immediately due and payable.

• The Parties shall cease all use of each other’s trademarks, logos, and other intellectual property.

5. Confidentiality

5.1 Confidentiality Obligations. Each Party agrees to maintain the confidentiality of all Confidential Information disclosed to it by the other Party and to use such Confidential Information only as necessary to perform its obligations under this Agreement. Each Party shall take all reasonable precautions to protect the confidentiality of such information.

5.2 Exceptions. Confidential Information shall not include information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) is rightfully received from a third party without breach of any obligation of confidentiality; (iii) is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information; or (iv) is required to be disclosed by law or court order, provided that the receiving Party gives the disclosing Party prompt written notice of such requirement and cooperates in seeking a protective order or other appropriate relief.

6. Intellectual Property

6.1 Ownership. Each Party shall retain ownership of its own intellectual property, including but not limited to, trademarks, logos, patents, copyrights, and trade secrets.

6.2 License Grant. Each Party hereby grants the other Party a non-exclusive, royalty-free, revocable license to use its trademarks and logos solely in connection with the promotion and provision of the Services under this Agreement. Such license shall terminate upon the expiration or termination of this Agreement.

7. Indemnification

7.1 Indemnification by the Gym. The Gym agrees to indemnify, defend, and hold harmless the Business Partner and its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with: (i) the Gym’s breach of this Agreement; (ii) the Gym’s negligence or willful misconduct; or (iii) the Gym’s violation of any applicable laws or regulations.

7.2 Indemnification by the Business Partner. The Business Partner agrees to indemnify, defend, and hold harmless the Gym and its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with: (i) the Business Partner’s breach of this Agreement; (ii) the Business Partner’s negligence or willful misconduct; or (iii) the Business Partner’s violation of any applicable laws or regulations.

8. Limitation of Liability

8.1 Limitation. To the maximum extent permitted by law, in no event shall either Party be liable to the other Party for any indirect, incidental, special, consequential, or punitive damages arising out of or relating to this Agreement, whether based on breach of contract, tort (including negligence), or any other legal theory, even if advised of the possibility of such damages.

8.2 Cap on Liability. Each Party’s aggregate liability to the other Party for any and all claims arising out of or relating to this Agreement shall not exceed the total amount of fees paid or payable by the Business Partner to the Gym under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

9. Dispute Resolution

9.1 Negotiation. In the event of any dispute, claim, or controversy arising out of or relating to this Agreement, the Parties shall first attempt to resolve the matter through good faith negotiations.

9.2 Mediation. If the dispute is not resolved through negotiation within thirty (30) days, either Party may submit the dispute to mediation before a mutually agreed-upon mediator. The Parties shall share the costs of mediation equally.

9.3 Arbitration. If the dispute is not resolved through mediation within sixty (60) days, the dispute shall be finally resolved by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall take place in [Arbitration Location], and the arbitrator’s decision shall be final and binding on the Parties.

10. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of [State], without regard to its conflict of laws principles.

11. Miscellaneous

11.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the subject matter hereof.

11.2 Amendments. This Agreement may be amended or modified only by a written instrument signed by both Parties.

11.3 Waiver. No waiver of any term or condition of this Agreement shall be effective unless in writing and signed by the Party against whom the waiver is to be enforced. The waiver of any breach of this Agreement shall not be construed as a waiver of any subsequent breach.

11.4 Severability. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be enforced to the maximum extent permissible, and the remaining provisions of this Agreement shall remain in full force and effect.

11.5 Assignment. Neither Party may assign this Agreement, in whole or in part, without the prior written consent of the other Party, except in connection with a merger, acquisition, or sale of all or substantially all of the assigning Party’s assets.

11.6 Notices. All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement shall be in writing and shall be deemed to have been given (i) when delivered by hand, (ii) when received by the addressee if sent by a nationally recognized overnight courier, or (iii) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Notices shall be sent to the addresses set forth above or to such other address as may be designated by a Party in writing.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.

[Your Company Name]

By:

Name: [Your Name]
Title: [Your Title]
[Date]

[Partner Company Name]

By:

Name: [Partner's Name]
Title: [Partner's Title]
[Date]

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