Business LTT Document

BUSINESS LTT DOCUMENT

Parties and Effective Date

Transferor Legal Name:

Transferee Legal Name:

Effective Date:

Recitals

WHEREAS, Transferor represents that it owns certain business assets, rights, goodwill and proprietary materials related to its business activities as more particularly described in this document and in the Scope of Work below; and

WHEREAS, Transferee desires to acquire from Transferor, and Transferor desires to transfer to Transferee, such assets and rights on the terms and conditions set forth in this Business LTT Document, and the parties intend for this instrument to set forth the entire agreement between them with respect to the transfer and any associated services; and

WHEREAS, the parties acknowledge that consideration will be paid by Transferee to Transferor as set forth in the Payment Terms section below, and that commencement of Transferor's obligations shall be governed by the Effective Date stated above.

Scope of Work

Transferor shall transfer, and Transferee shall acquire, the assets, rights and agreed services described below. The detailed description of assets, deliverables, and transition activities is set forth in the scope statement provided by Transferor and accepted by Transferee.

Payment Terms

Consideration: Transferee shall pay to Transferor the total purchase price of USD, subject to the schedule and adjustments set forth below.

First Payment Due Date:

Payment Method:

Late Fee: Any undisputed amount not paid when due shall accrue interest at a rate of from the due date until paid; Transferee will also be responsible for reasonable collection costs and attorneys' fees incurred by Transferor in enforcing payment.

Term and Termination

Term Commencement Date: . Term Expiration 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 written notice. Termination shall not relieve the parties of accrued payment obligations or obligations that by their nature survive termination, including confidentiality obligations and indemnities.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party to the other, whether oral, written or electronic, 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, but is not limited to, technical data, trade secrets, business plans, financial information, customer lists, pricing, and proprietary methods.

Obligations: Each receiving party shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) restrict disclosure to those employees, agents or affiliates with a legitimate need-to-know and who are bound by confidentiality obligations no less protective than those herein, and (iii) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Exceptions: Confidential Information shall not include information that (a) is or becomes publicly available without breach of this Agreement, (b) was rightfully in the receiving party's possession prior to disclosure, (c) is rightfully received from a third party without breach of any obligation of confidentiality, or (d) is independently developed without use of the disclosing party's Confidential Information. A receiving party may disclose Confidential Information to the extent required by law or order of a court or government body, provided the receiving party gives prompt written notice and cooperates with reasonable protective measures.

Survival: The confidentiality obligations in this section shall survive termination or expiration of this Agreement for a period of years; trade secrets shall be protected for so long as they qualify as trade secrets under applicable law.

Representations and Warranties; Indemnity

Each party represents and warrants that it has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder, and that the execution and delivery of this Agreement has been duly authorized. Transferor represents that it has good and marketable title to assets being transferred, free and clear of liens except as expressly disclosed in writing.

Each party shall indemnify and hold the other harmless from and against any third-party claims, liabilities, losses or damages arising out of the indemnifying party's breach of its representations, warranties or obligations under this Agreement, subject to customary exclusions and limitations to be mutually agreed.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles. The parties shall attempt in good faith to resolve disputes by negotiation; if unresolved, disputes shall be resolved by binding arbitration or litigation as agreed by the parties (specify selection below).

Entire Agreement; Miscellaneous

This Agreement, together with any schedules 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 negotiations, proposals, representations and agreements, whether written or oral. No amendment or waiver shall be effective unless in writing signed by both parties.

If any provision of this Agreement is found to be unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves the original intent as closely as possible. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a merger or sale of substantially all assets.

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