Business Merged EL

BUSINESS MERGED EL AGREEMENT

This Business Merged EL Agreement (the "Agreement") is entered into as of Effective Date: by and between:

Corporation LLC Partnership Other

Corporation LLC Partnership Other

RECITALS

WHEREAS, Party A and Party B desire to combine certain operations, assets and resources to create integrated enterprise-level services and to set forth the terms under which such merged activities shall be performed and governed;

WHEREAS, each party represents that it has the full corporate authority and capacity to enter into and perform this Agreement and that performance will not violate any material obligation to third parties; and

WHEREAS, the parties intend that the merger of services and responsibilities described herein shall be governed by the terms and conditions set forth in this Agreement.

SCOPE OF WORK

The parties shall perform the merged services, duties and deliverables as described below. The Scope of Work shall include operational integration, transfer or sharing of designated assets, coordination of client engagements designated by the parties, and any other tasks specifically agreed in writing.

PAYMENT TERMS

In consideration for the services and transferred obligations described in this Agreement, the paying party shall remit fees in accordance with the following terms.

Late payments not cured within days shall incur interest at the rate of on the outstanding balance, in addition to any collection costs reasonably incurred by the non-breaching party.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon providing written notice to the other party not less than days prior to the intended termination date. Either party may terminate immediately for cause upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within 30 days after receiving written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other, whether disclosed orally, in writing or by inspection, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, client lists, technical data, pricing, trade secrets and proprietary methodologies.

Each recipient shall (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except to its employees, agents or advisors who have a need to know and who are bound to protect such information; and (c) use Confidential Information solely to perform its obligations under this Agreement. The foregoing obligations shall not apply to information that (i) is or becomes publicly available without breach of this Agreement; (ii) was in the recipient's possession prior to receipt from the discloser; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the discloser's Confidential Information.

Confidentiality obligations shall survive termination of this Agreement for a period of years, provided that trade secrets shall be maintained in confidence for as long as they qualify as trade secrets under applicable law.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify and hold harmless the other party from and against any losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising from third-party claims to the extent caused by the indemnifying party's gross negligence or willful misconduct in connection with this Agreement. Except for claims arising from breach of confidentiality, willful misconduct, fraud or indemnification obligations, neither party shall be liable for consequential, incidental, special or punitive damages.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall first attempt to resolve disputes in good faith through senior executive negotiation prior to initiating litigation.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any attachments and 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, proposals and understandings, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by recognized overnight courier to the addresses set forth above (or to such other address as either party may designate in writing).

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to a successor by way of merger, acquisition or sale of all or substantially all assets.

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