Business Ending Document

Business Ending Document

This Business Ending Document (the Agreement) is made effective as of by and between Business Name: with principal address: and Business Name: with principal address: .

Whereas

WHEREAS, Party A and Party B have previously conducted business together and now desire to terminate their existing commercial relationship and wind up certain affairs on the terms set forth in this Agreement.

WHEREAS, the parties wish to set forth the scope of the wind-down activities, allocation of outstanding receivables and payables, payment obligations, and mutual releases in order to avoid future dispute.

WHEREAS, the parties intend that this Agreement will govern the final settlement of accounts, transfer or disposition of remaining assets, and any required transition assistance.

Scope of Work

The parties agree that the following tasks constitute the wind-down and termination services to be provided by the performing party(ies). The performing party shall complete these tasks in a commercially reasonable manner and in accordance with the schedule below.

Payment Terms

In consideration for the obligations set forth herein, the parties agree the Total Consideration payable under this Agreement is $.

Final payment due on or before . All payments shall be made in U.S. Dollars unless otherwise mutually agreed in writing.

Late payments shall incur a late fee equal to per month on the outstanding past-due amount, compounded monthly, plus any collection costs and reasonable attorneys' fees.

Each party is responsible for its own taxes arising from the transactions contemplated by this Agreement unless otherwise expressly allocated in writing. Any withholding required by law shall be the responsibility of the paying party.

Term and Termination

This Agreement shall commence on the Commencement Date: and shall terminate on the Termination Date: , unless earlier terminated as provided herein.

Either party may terminate this Agreement for cause upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

Termination shall not relieve either party of obligations accrued prior to the effective date of termination, including payment obligations, confidentiality obligations, and indemnities.

Confidentiality

Each party acknowledges that, in connection with the performance and wind-down activities, it may receive Confidential Information of the other party. "Confidential Information" means non-public, proprietary business information disclosed in any form. The receiving party shall (i) use Confidential Information only for purposes of performing this Agreement and winding down affairs, (ii) not disclose Confidential Information to third parties except as permitted herein, and (iii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidentiality obligations survive termination of this Agreement for a period of years, except to the extent disclosure is required by law, regulation, or valid order of a court or governmental authority.

Transition Assistance and Transfer of Assets

As part of the wind-down, the performing party shall provide reasonable transition assistance for a period of days following the Commencement Date. Transfer of title to any tangible or intangible assets shall be conducted in accordance with the schedule set out in the Scope of Work and subject to payment in full of any agreed consideration.

Representations, Warranties and Releases

Each party represents and warrants that it has full corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. Each party further represents that, to the best of its knowledge, there are no undisclosed liabilities that would materially affect the obligations under this Agreement.

Upon full performance and payment in accordance with this Agreement, the parties shall execute mutual releases disposing of any further claims between them arising from the prior business relationship, excepting claims for fraud, willful misconduct, or breach of confidentiality and indemnity obligations.

Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence, willful misconduct, or failure to pay taxes or third-party obligations incurred prior to the effective transfer of responsibility.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its choice of law principles. Venue for any dispute arising out of or related to this Agreement shall be in the state or federal courts located in that state.

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. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Severability; Waiver

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. No waiver of any breach shall be effective unless in writing and signed by the party waiving the breach.

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