Business Isolator Agreement

BUSINESS ISOLATOR AGREEMENT

This Business Isolator Agreement ("Agreement") is entered into as of the Effective Date by and between Client Name: and Provider Name: (each a "Party" and together the "Parties").

WHEREAS

WHEREAS, Client operates certain business operations, assets, intellectual property and related personnel that the Parties intend to isolate, protect or transfer to reduce liability and preserve value (the "Business");

WHEREAS, Provider has experience and capacity to perform the isolation, segregation, restructuring and transition services described herein; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to isolating the Business on the terms and conditions contained in this Agreement.

1. Scope of Work

Provider shall perform the isolation services described below. Services shall include planning, legal and operational segregation, data and asset mapping, transition management, employee coordination, and such other tasks as are reasonably necessary to effectuate the isolation described in this Agreement.

2. Payment Terms

As consideration for the Services, Client shall pay Provider the amounts and on the schedule set forth below. All amounts are exclusive of any applicable taxes unless otherwise stated.

If any undisputed amount due under this Agreement remains unpaid for more than days after its due date, Provider may assess a late fee equal to % per month on the unpaid balance or a minimum late charge of , whichever is greater.

3. Term and Termination

This Agreement shall commence on the Effective Date and, unless earlier terminated in accordance with this Section, shall continue until the Term End Date.

Effective Date:

Term End Date:

Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure such breach within days after receipt of written notice specifying the breach. Additionally, either Party may terminate without cause upon days' prior written notice to the other Party.

4. Confidentiality

"Confidential Information" means all nonpublic information disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party") in connection with this Agreement, whether disclosed orally, visually or in writing, 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 business plans, financial data, customer and supplier lists, technical information, software, trade secrets and personnel records.

The Receiving Party shall (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than a reasonable degree of care; (b) not use Confidential Information except as necessary to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

The obligations in this Section shall not apply to information that: (i) is or becomes generally available to the public through no fault of the Receiving Party; (ii) was in the Receiving Party's possession at the time of disclosure as proven by written records; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information. Orders of a court or governmental authority requiring disclosure shall not be a breach of this Agreement provided the Receiving Party gives prompt notice to the Disclosing Party and cooperates to seek confidential treatment or a protective order.

5. 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. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for purposes of any action arising under or relating to this Agreement.

6. Entire Agreement; Amendments

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

7. Notices

All notices, requests, consents and other communications hereunder shall be in writing and delivered to the addresses set forth below or to such other address as either Party may designate by notice given in accordance with this Section.

8. Miscellaneous

Relationship of the Parties: The Parties are independent contractors. Nothing in this Agreement creates an employment, partnership, joint venture or agency relationship between the Parties. Neither Party shall have authority to bind the other except as expressly provided herein.

Indemnification: Each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claims arising out of such indemnifying Party's gross negligence, willful misconduct, or material breach of this Agreement.

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