Business Harvesting Document

BUSINESS HARVESTING DOCUMENT

This Business Harvesting Document (the "Agreement") is entered into as of Effective Date:

PARTIES

RECITALS

WHEREAS, Principal / Seller is the lawful owner or authorized custodian of the business assets, customer data, leads, intellectual property, and other commercial materials specifically described in the Scope of Work below (collectively, the "Assets");

WHEREAS, Harvester / Buyer desires to acquire, harvest, or otherwise assume control of certain Assets from Principal / Seller, and Principal / Seller desires to transfer such Assets on the terms and subject to the conditions set forth in this Agreement;

WHEREAS, the parties intend that the transfer, use, and ongoing handling of the Assets shall comply with applicable law and the confidentiality and data protection obligations contained herein.

SCOPE OF WORK

Principal / Seller shall deliver to Harvester / Buyer the Assets described below and shall perform the harvesting activities set forth in this section in accordance with the schedule and specifications agreed by the parties.

PAYMENT TERMS

Consideration for the transfer and harvesting of the Assets shall be as follows.

Wire transfer    Check    ACH/Automatic debit

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Termination for material breach shall be effective upon written notice if the breaching party fails to cure within thirty (30) days after receipt of notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party to the other relating to the Assets, business operations, customer lists, pricing, contracts, trade secrets, proprietary processes, technical information, and any data derived from the harvesting activities. Confidential Information does not include information that is (a) publicly available through no fault of the receiving party; (b) rightfully received from a third party without breach of an obligation of confidentiality; or (c) independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall (i) 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, (ii) use Confidential Information solely to perform its obligations under this Agreement, and (iii) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a strict need to know and who are bound by confidentiality obligations at least as restrictive as those in this Agreement. The obligations in this section survive termination for a period of three (3) years, except that trade secrets shall remain confidential for as long as they qualify as trade secrets.

DATA PROTECTION AND COMPLIANCE

If the Assets include personal data or customer information, each party shall comply with applicable data protection and privacy laws. Principal / Seller represents that it has obtained all consents and taken all actions necessary to permit transfer and use of such data as contemplated by this Agreement. Harvester / Buyer shall implement reasonable technical and organizational measures to protect personal data against unauthorized access, disclosure, alteration, or destruction.

REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATION

Principal / Seller represents and warrants that it has clear title to the Assets and the authority to transfer the Assets free of any liens, encumbrances, or third-party rights that would materially impair Harvester / Buyer's use as contemplated. Harvester / Buyer represents that it will use the Assets in compliance with applicable law.

Each party shall indemnify, defend, and hold the other harmless from and against any third-party claim arising out of a breach of the indemnifying party's representations, warranties, or obligations under this Agreement, including reasonable attorneys' fees and costs.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law.

ENTIRE AGREEMENT; AMENDMENT

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

MISCELLANEOUS PROVISIONS

Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger, sale of substantially all assets, or change in control provided the assignee assumes all obligations hereunder. Notices required by this Agreement shall be given in writing to the addresses provided above.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The headings in this Agreement are for convenience only and shall not affect interpretation.

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