Business ATEA Template

Business ATEA Template

Parties

This Asset Transfer and Escrow Agreement (the Agreement) is entered into between Transferor: , Entity Type: Individual Corporation LLC , Address:

and Transferee: , Entity Type: Individual Corporation LLC , Address:

Recitals

WHEREAS, Transferor owns certain assets described herein and desires to transfer such assets to Transferee pursuant to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire that a neutral Escrow Agent receive, hold and disburse funds and/or documentation related to the transfer upon the occurrence of the conditions specified in this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth their respective rights and obligations with respect to the transfer, escrow, payment, and related covenants.

Definitions

For purposes of this Agreement, "Assets" means the tangible and intangible assets described in the Scope of Work, "Escrow Agent" means the person or entity designated in Section Notices to receive and hold funds or documents, and "Effective Date" means the date upon which the last required signature is delivered.

Scope of Work

Escrow Appointment

The parties appoint Escrow Agent: to hold the escrowed items and funds described in this Agreement until the Conditions for Release set forth herein are satisfied.

Payment Terms

Purchase Price: Transferee shall pay Transferor the total purchase price of $ USD, to be deposited with the Escrow Agent as provided below.

Deposit upon execution: $ due by . Balance payable in accordance with the following schedule:

Late Payment: Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, plus a late fee of $ .

Term and Termination

Term: This Agreement commences on the Effective Date and continues until the earlier of the completion of the transfer obligations or (the Term).

Termination for Convenience: Either party may terminate this Agreement upon providing written notice to the other party at least days prior to the intended termination date.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure within thirty (30) days following receipt of written notice specifying the breach.

Confidentiality

Each party shall hold in confidence and not disclose to any third party any Confidential Information of the other party. "Confidential Information" includes all non-public business, technical, financial, and other information disclosed in connection with this Agreement, whether oral, written, or electronic.

Exceptions: Confidential Information does not include information which (a) is or becomes generally available to the public through no fault of the receiving party; (b) was in the receiving party's possession prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information.

Remedies: The parties acknowledge that breach of this Confidentiality clause may cause irreparable harm not compensable by money damages alone and agree that the disclosing party shall be entitled to injunctive relief in addition to all other remedies available at law or in equity.

Representations and Warranties

Transferor represents and warrants that it has good and marketable title to the Assets, free and clear of liens, claims, and encumbrances, except as disclosed in writing prior to the Effective Date. Transferee represents that it has the right and authority to enter into this Agreement and to perform its obligations hereunder.

Indemnification

Each party shall indemnify, defend, and hold the other harmless from and against any losses, liabilities, claims, damages, and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence, or willful misconduct.

Notices

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of laws principles.

Entire Agreement; Amendment

This Agreement, together with any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings of the parties. This Agreement may not be amended except by a written instrument signed by both parties.

Survival

The obligations of the parties that by their nature are intended to survive termination or expiration of this Agreement, including but not limited to Confidentiality, Indemnification, and Governing Law, shall survive such termination or expiration.

Execution

IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates set forth below.

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