Business Merged Document

DOCUMENT NAME

This Business Merged Document (the Agreement) is entered into as of Effective Date: by and between Company A Name: and Company B Name: .

Parties and Contact Information

WHEREAS

WHEREAS, Company A conducts certain business operations, assets, and contractual relationships described in Exhibit A (collectively, the Company A Business), and Company B wishes to acquire, assume, or merge those assets and operations under the terms set forth in this Agreement.

WHEREAS, Company A and Company B have negotiated the terms on which Company B will assume specified liabilities and pay consideration for the merger or transfer of assets, subject to the representations, warranties, covenants, and conditions contained in this Agreement.

WHEREAS, the parties desire to set forth the scope, schedule, consideration, and governance of the merging transaction in a single integrated instrument to effect an orderly transition and to allocate risk and responsibility.

Scope of Work

The parties agree to the following scope of work, transfer obligations, and post-closing responsibilities:

Payment Terms

Total Consideration: USD

First Payment Due Date:   Final Payment Due Date:

Late Payment Fee: If any payment is not received within days after its due date, interest shall accrue at the lesser of (i) % per month, or (ii) the maximum rate permitted by applicable law.

Term and Termination

The term of this Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated pursuant to this section.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after written notice, or immediately for insolvency, appointment of a receiver, or similar event.

Confidentiality

Each party (the Receiving Party) shall hold in strict confidence and shall not disclose to any third party any Non-Public Information of the other party (the Disclosing Party). "Non-Public Information" includes business plans, customer lists, pricing, trade secrets, financial information, and other information that by its nature should reasonably be understood to be confidential.

The Receiving Party may disclose Non-Public Information to its officers, employees, attorneys, accountants, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. Confidentiality obligations shall not apply to information that (i) was rightfully in the Receiving Party's possession without restriction prior to receipt from the Disclosing Party; (ii) is or becomes publicly available through no breach of this Agreement; or (iii) is independently developed by the Receiving Party without use of the Disclosing Party's information.

Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to the extent required by law, regulation, or valid subpoena, provided the Receiving Party, to the extent permitted, gives prompt written notice to the Disclosing Party and cooperates in any lawful effort to obtain a protective order.

Representations and Warranties (Selective)

Each party represents and warrants that it has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder, that this Agreement has been duly authorized by all necessary action, and that the execution and performance of this Agreement do not violate any material agreement or applicable law.

Indemnification

Each party shall indemnify, defend, and hold harmless the other party from and against any and all losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of any breach of its representations, warranties, covenants, or willful misconduct in connection with this Agreement, subject to limitations of liability agreed by the parties.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes arising under this Agreement.

Entire Agreement; Amendments

This Agreement, together with any exhibits or schedules hereto, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations, proposals, representations, and agreements, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Survival; Counterparts; Notices

Provisions that by their nature should survive termination or expiration of this Agreement, including confidentiality, indemnification, and governing law, shall so survive. This Agreement may be executed in counterparts, each of which shall be deemed an original, and the parties may exchange executed counterparts by electronic transmission. Notices shall be in writing and delivered to the addresses set forth above or to such other address as a party designates in writing.

Additional Provisions

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