Business Memo Phase Out

Business Memo Phase Out

Whereas

WHEREAS, the Company named and the Recipient named have entered into commercial arrangements that require orderly wind-down and handover of certain operations and assets;

WHEREAS, the parties desire to establish a phased termination and transition plan to protect business continuity, preserve confidential information, provide for final accounting, and allocate responsibilities for closure activities effective as of .

Scope of Work

The parties agree that the following tasks shall be performed to effectuate the phase out and transition. The Recipient shall perform the duties described below in a timely and professional manner, and the Company shall provide reasonable access and cooperation necessary to complete the work.

Payment Terms

As consideration for services rendered during the phase-out period, the Company shall pay the Recipient as set forth below. All payments are subject to the terms and conditions of this Memo.

Term and Termination

This Memo commences on the Start Date and, unless earlier terminated in accordance with this section, terminates on the End Date.

Start Date:     End Date:

Either party may terminate for material breach if the breaching party fails to cure the breach within the notice period set forth above. Upon termination, the Recipient shall deliver a final accounting and all materials, work product, records, and confidential information to the Company in accordance with the Handover and Asset Disposition provisions below.

Confidentiality

The Recipient acknowledges that during the course of performance it will have access to Confidential Information of the Company. For purposes of this Memo, Confidential Information means all non-public business, technical, financial, and operational information, whether oral, written, electronic, or otherwise, disclosed by the Company to the Recipient.

The Recipient shall: (a) use Confidential Information solely for the limited purpose of performing its obligations under this Memo; (b) restrict disclosure to those employees, contractors, or agents with a need to know and who are bound by equivalent confidentiality obligations; and (c) take commercially reasonable measures to prevent unauthorized disclosure. Confidential Information shall not include information that is or becomes generally known to the public through no wrongful act of the Recipient or that is lawfully obtained by the Recipient from a third party without confidentiality obligations.

Handover, Assets and Employee Transition

The Recipient shall complete a final inventory of assets and deliver the materials listed below to the Company on or before the End Date. The parties will coordinate employee transition assistance where applicable and comply with applicable labor laws and notice obligations.

Governing Law

This Memo shall be governed by and construed in accordance with the laws of , without regard to its conflict of law principles. Venue for any dispute arising under this Memo shall lie exclusively in the state or federal courts located within that jurisdiction.

Entire Agreement

This Memo, together with any written exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings. No amendment or waiver shall be effective unless made in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Memo shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate in writing.

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