Business Disposal Proposal

BUSINESS DISPOSAL PROPOSAL

This Business Disposal Proposal (Proposal) is submitted as of by Proposer Name: (referred to as "Proposer") to Client Name: (referred to as "Client").

WHEREAS

WHEREAS, Proposer has evaluated certain business assets, inventory, equipment, intellectual property and other tangible and intangible items identified below and proposes their disposition by sale, transfer, liquidation or removal in accordance with the scope and terms set forth in this Proposal.

WHEREAS, Client desires to engage Proposer to manage the specified disposal activities, and Proposer is willing to undertake the disposal subject to the payment, schedule, confidentiality and other terms set forth herein.

SCOPE OF WORK

PAYMENT TERMS

Disposal Fee (fixed or estimated):    Currency:

Deposit Amount (if any):    Balance Due on Completion:

Late Payment: A late fee of % per month (or the maximum permitted by law) will be assessed on any past-due amount measured from the date such amount was due until paid in full. Client is responsible for all collection costs, including reasonable attorneys' fees, incurred to collect overdue amounts.

TERM AND TERMINATION

Term Commencement Date: — Term Expiration Date:

Either party may terminate this Proposal for material breach if the breaching party fails to cure such breach within the notice period specified above. Termination does not relieve Client of its obligation to pay for services performed and costs incurred prior to termination, including reasonable wind-down expenses incurred by Proposer.

CONFIDENTIALITY

Each party (the Receiving Party) shall hold in strict confidence all non-public information disclosed by the other party (the Disclosing Party) that is marked confidential or that a reasonable person would understand to be confidential ("Confidential Information"). Confidential Information will not include information that (a) is or becomes publicly available through no breach of this Proposal; (b) was rightfully 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.

The Receiving Party may disclose Confidential Information as required by law or court order, provided that the Receiving Party gives prompt written notice to the Disclosing Party (to the extent permitted) and takes reasonable steps to obtain confidential treatment.

GOVERNING LAW

This Proposal and any dispute arising out of or relating to it shall be governed by and construed in accordance with the laws of the State of: without regard to its conflicts of law principles.

ENTIRE AGREEMENT

This Proposal, together with any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full power and authority to enter into this Proposal and to perform its obligations hereunder. Proposer represents that services will be performed in a professional manner consistent with industry standards. Except as expressly set forth herein, no other warranties, express or implied, are made.

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign any of its rights or obligations under this Proposal without the prior written consent of the other party, except that Proposer may assign to an affiliate or successor in connection with a merger or sale of substantially all of its assets.

Severability: If any provision of this Proposal is held invalid or unenforceable, the remainder of this Proposal will remain in full force and effect.

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