Business Disposal Memo

BUSINESS DISPOSAL MEMO

From:    To:

Memo Date:    Memo Number:

RECITALS

WHEREAS, the Company holds certain tangible and intangible assets that are no longer required for its ongoing operations and the disposition of such assets is necessary to optimize operational efficiency, reduce carrying costs, and comply with applicable policies;

WHEREAS, the parties desire to set forth the authorized method, oversight, compliance obligations, and terms for the disposal of identified assets, including procedures to ensure environmental, data privacy, and lien-free transfer or destruction where applicable;

WHEREAS, the Authorizing Officer is empowered to approve disposals subject to the terms and conditions set forth in this memo and any applicable corporate policies.

DISPOSAL DETAILS

Sale    Donation    Recycling    Destruction    Other:

SCOPE OF WORK

The following scope describes the operational steps, responsibilities, and deliverables required to complete the disposal in a compliant and auditable manner.

PAYMENT TERMS

If proceeds will be received from the disposal, the Recipient shall remit the agreed amount to the Company in accordance with the schedule below. All proceeds are subject to deduction of approved costs and taxes where applicable.

Late payments will accrue interest at from the due date until paid in full, plus reasonable collection costs.

TERM AND TERMINATION

This memo is effective as of and will remain in effect until , unless earlier terminated in accordance with this section.

Either party may terminate this disposal engagement upon written notice delivered not less than days prior to the proposed termination date. Termination will not affect accrued rights, payment obligations, or liability for breaches that occurred prior to termination.

CONFIDENTIALITY

All non-public information, records, or materials disclosed or accessed in connection with the disposition that are reasonably identifiable as confidential shall be held in confidence by the recipient and shall not be used except to perform obligations under this memo. Confidential information shall be returned or destroyed upon completion of the disposal unless retention is required by law or agreed in writing.

The parties shall take commercially reasonable measures to prevent unauthorized disclosure and shall notify the disclosing party promptly upon discovery of any unauthorized use or disclosure.

COMPLIANCE & CERTIFICATIONS

By approving this disposal, the Authorizing Officer certifies that to the best of their knowledge the assets identified are free of undisclosed liens, encumbrances, and legal claims, and that any required environmental, data sanitization, or regulatory clearances have been obtained or scheduled prior to disposal.

Environmental clearance completed: Yes    No    Clearance Date:

GOVERNING LAW

This memo shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. Venue for any disputes arising under this memo shall lie in the state or federal courts located within that State.

ENTIRE AGREEMENT

This memo, together with any attachments or referenced authorizations, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior discussions, understandings, and agreements. Any amendment or waiver must be in writing and signed by both parties.

ACKNOWLEDGMENT

The undersigned certify that they have authority to execute this memo on behalf of their respective parties and that the disposal activities will be carried out in accordance with applicable laws, corporate policy, and the terms set forth herein.

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