Business Assumption Template

BUSINESS ASSUMPTION AGREEMENT

Parties

Recitals

WHEREAS, Assignor is the owner and operator of the business known as (the "Business"), which conducts operations at ; and

WHEREAS, Assignee desires to assume and continue the Business, including certain assets, contracts and obligations described herein, and Assignor is willing to transfer and assign such assets, rights and obligations on the terms set forth in this Agreement; and

WHEREAS, the parties intend that this Agreement effect a legally binding assumption and allocation of specified liabilities and payment obligations effective as of (the "Effective Date").

Scope of Business Assumption

Assignor hereby transfers to Assignee, and Assignee accepts, the rights to operate the Business and assumes the obligations expressly identified in this Agreement. The specific duties, assets, liabilities and transitional responsibilities are set forth below and in the Scope of Work.

Assumed Liabilities and Excluded Obligations

Assignee agrees to assume the following liabilities and obligations of the Business as of the Effective Date: all accounts payable specifically listed in Schedule A attached hereto and ongoing contractual obligations expressly identified in the Scope of Work. Assignor shall remain responsible for liabilities arising prior to the Effective Date that are not expressly assumed in Schedule A or that by law cannot be assigned without third-party consent.

If any third party claims arise out of pre-Effective Date operations and are covered by a contractual obligation assumed hereunder, Assignee shall defend, indemnify and hold Assignor harmless as provided in the Indemnification section below.

Payment Terms

As consideration for the transfer and the assumption of liabilities, Assignee shall pay Assignor the total sum of (the "Assumption Amount"), payable in accordance with the following schedule:

Late payments shall incur interest at the rate of of the overdue balance, compounded monthly, or the maximum rate permitted by applicable law, whichever is less. All payments shall be made in lawful currency to the account designated in writing by Assignor.

Term and Termination

This Agreement commences on the Effective Date and, unless earlier terminated in accordance with this section, shall continue until . Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for a period of days after written notice specifying the breach.

Termination shall not relieve either party of obligations that accrued prior to the effective date of termination, including unpaid Assumption Amounts, indemnity obligations, and confidentiality obligations set forth below.

Confidentiality

Each party acknowledges that during the course of negotiating and performing this Agreement it will receive confidential, proprietary or trade secret information of the other party ("Confidential Information"). Each party shall (a) protect Confidential Information with at least the same degree of care it uses to protect its own similar confidential information, but in no event less than reasonable care; (b) use Confidential Information only to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, agents or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidential Information does not include information that is or becomes publicly available other than through a breach of this Agreement, is already known to the receiving party without restriction, or is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Representations, Warranties and Indemnification

Assignor represents and warrants that it has full power and authority to transfer the assets and to authorize Assignee to assume the liabilities identified in this Agreement, that no pending action or order prevents performance, and that, to Assignor's knowledge, the assets are free of liens except as disclosed in Schedule B. Assignee represents that it has the corporate authority and financial capacity to assume the obligations described herein.

Each party shall indemnify, defend and hold the other harmless from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of a breach of such party's representations, warranties or covenants contained in this Agreement, or arising from obligations for which that party has expressly retained responsibility.

Notices

All notices required or permitted under this Agreement shall be in writing and deemed given when delivered personally, sent by certified mail, return receipt requested, or by nationally recognized overnight courier to the addresses set forth above or to such other address as either party may designate in writing.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to that State's choice of law principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that State for resolution of disputes arising under this Agreement.

Entire Agreement; Amendment

This Agreement, including any Schedules and attachments expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings. This Agreement may be amended or modified only by a written instrument signed by both parties.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Assignee may assign to an affiliate or in connection with a merger, provided assignee remains primarily liable for performance.

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