Business Converter Template

Business Converter Template

This Business Conversion Agreement (the Agreement) is made effective as of by and between Converting Entity: , located at , and Resulting Entity: , located at .

RECITALS

WHEREAS, Converting Entity currently conducts business under the trade name and desires to convert its business form and related assets, liabilities, contracts and goodwill into the form of the Resulting Entity in accordance with applicable law and the terms set forth herein.

WHEREAS, Resulting Entity represents that it has the capacity and corporate or organizational authority to accept the conversion and to assume the specified rights and obligations as set forth in this Agreement.

WHEREAS, the parties desire a definitive agreement that allocates responsibilities, payment, confidentiality and other terms governing the conversion process.

SCOPE OF WORK

Converting Entity will transfer, assign and convey to Resulting Entity, and Resulting Entity will accept, the business operations, assets, intellectual property, contracts, records and goodwill described below, and will perform the services necessary to effect the legal and operational conversion described in this Agreement:

PAYMENT TERMS

All invoices are due in accordance with the Payment Schedule. Except as expressly provided otherwise, unpaid sums accrue interest at the Late Payment rate set forth above and the prevailing collection costs, including attorneys' fees, may be recovered by the non-breaching party.

TERM AND TERMINATION

Term Commencement: This Agreement shall commence on and, unless earlier terminated according to this section, shall continue until .

Upon termination, parties shall cooperate to effect an orderly wind-down of the conversion, including final accounting, transfer of records, assignment of contracts where permitted, and payment of all outstanding sums attributable to work performed prior to termination.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means non-public information disclosed by one party to the other, whether oral, written or electronic, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes financial data, customer lists, contract terms, trade secrets and technical specifications.

Each party shall: (a) hold Confidential Information in strict confidence and use it only to perform obligations under this Agreement; (b) disclose such information only to those employees, agents or professional advisors with a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) take commercially reasonable measures to prevent unauthorized disclosure. The obligations in this section do not apply to information that is publicly known through no breach by the receiving party, was already known to the receiving party without restriction prior to disclosure, is lawfully obtained from a third party not subject to confidentiality, or is required to be disclosed by law or court order (provided the disclosing party is given prompt notice to seek protective relief).

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state identified above without regard to its conflict of law rules. The parties shall first attempt to resolve disputes through good faith negotiation and, if unresolved within 30 days, shall submit to binding arbitration in the county or venue consistent with the governing law.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any schedules or exhibits attached hereto and any documents expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous negotiations, understandings and agreements, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power and authority to enter into this Agreement, that the execution and performance of this Agreement have been duly authorized, and that the execution and performance do not violate any agreement or law binding on such party. Converting Entity further represents that, to its knowledge, there are no undisclosed liabilities that would materially impair the conversion absent disclosure to Resulting Entity.

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