Business Continuation Agreement

BUSINESS CONTINUATION AGREEMENT

Parties and Effective Date

Effective Date:

Recitals

WHEREAS, Business Owner is the lawful owner and operator of the business identified above and desires to provide for the orderly continuation of the business upon the occurrence of specified triggering events to preserve its goodwill, operations, and value;

WHEREAS, Continuation Agent has represented that it possesses the requisite experience and ability to implement a continuity plan, to assume management responsibilities, and to effect transfers or sales as necessary under the terms of this Agreement;

WHEREAS, the parties desire to set forth the duties, compensation, confidentiality obligations, and default remedies with respect to business continuation so that the business will remain viable and obligations to third parties will be honored.

Scope of Work

The Continuation Agent shall provide the services described below in a commercially reasonable manner and in accordance with industry standards. Services may include management of day-to-day operations, preservation of contracts and customer relationships, transfer or sale negotiations, and other acts necessary to maintain business continuity.

Payment Terms

In consideration for the Continuation Agent's services, Business Owner shall pay compensation pursuant to the terms below. Payment obligations are independent of any third-party insurance or benefits and survive termination to the extent they accrue prior to termination.

Term and Termination

This Agreement shall commence on the Effective Date and continue until the earlier of the End Date set forth below, completion of the scope of work, or termination in accordance with this section.

Start Date:    End Date:

Confidentiality

The parties acknowledge that in the performance of this Agreement each party may receive Confidential Information. "Confidential Information" includes business plans, customer lists, financial data, pricing, and other non-public information. Each receiving party shall (a) use Confidential Information solely for performance of this Agreement, (b) restrict disclosure to employees and agents with a need to know who are bound by confidentiality obligations at least as protective as those hereunder, and (c) take commercially reasonable measures to protect Confidential Information from unauthorized disclosure. Confidentiality obligations shall survive termination for a period of five (5) years, except for trade secrets which shall be protected for so long as they qualify as trade secrets under applicable law.

Acknowledgement By checking the box, the party acknowledges and accepts the confidentiality obligations set forth herein.

Representations and Warranties

Each party represents and warrants that it has the full power and authority to enter into this Agreement, that the execution and delivery of this Agreement has been duly authorized, and that this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms. Continuation Agent further represents that it will comply with all applicable laws and hold any necessary licenses required to perform the scope of work.

Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other from and against any third-party claims arising from the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable for consequential, incidental, special, or punitive damages, and aggregate liability shall not exceed the total fees paid under this Agreement in the preceding twelve (12) months.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail (return receipt requested), or nationally recognized courier. Notices are effective upon receipt.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state identified by the parties below, without regard to its conflict of laws principles. The parties agree to good-faith negotiation to resolve disputes. If unresolved, disputes shall be submitted to binding arbitration under commercially reasonable arbitration rules, with the arbitration to be conducted in the county and state specified below.

Entire Agreement; Amendments

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and negotiations, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Severability and Assignment

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Continuation Agent may assign to a successor entity in the event of amalgamation or sale of substantially all its assets, provided the assignee assumes the obligations hereunder in writing.

Execution

By executing below, the parties acknowledge that they have read, understand, and agree to be bound by all terms of this Business Continuation Agreement.

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