Business Mix Conversion Document

Business Mix Conversion Document

This Business Mix Conversion Document (the "Agreement") is made effective as of Effective Date: and is entered into by and between Party A Name: ("Transferor") and Party B Name: ("Transferee"). Conversion Reference Number:

WHEREAS

WHEREAS, Transferor currently operates a business mix comprised of goods, services, channels and customer segments as set forth in the operative schedules and intends to convert its business mix through reallocation, assignment or restructuring of business lines and related assets and obligations; and

WHEREAS, Transferee has evaluated the Transferor's proposed conversion plan and is willing to accept the specified components of the business mix subject to the terms and conditions of this Agreement; and

WHEREAS, the parties desire to set forth the scope, payment terms, confidentiality obligations, term and termination provisions, and other material terms governing the conversion of the business mix.

Scope of Work

Payment Terms

Total Consideration Payable by Transferee: $ payable in accordance with the schedule below.

Invoicing and Payment Terms: invoices shall be issued by Transferor and paid by Transferee within days of invoice receipt. All amounts are exclusive of applicable taxes; the party legally responsible for taxes:

Late Payment: past-due amounts shall bear interest at a rate of percent per month (or the maximum permitted by law, if less). In addition to interest, Transferee shall be responsible for reasonable collection costs and attorneys' fees incurred by Transferor in enforcing payment obligations.

Term and Termination

Term Commencement Date: . Term Expiration Date:

Either party may terminate this Agreement for material breach by the other party upon written notice and failure to cure within days following receipt of such notice. Either party may also terminate for convenience upon days' prior written notice to the other party. Termination does not relieve either party of obligations accrued prior to termination, including payment obligations.

Confidentiality

Each party acknowledges that in the course of performance it may receive confidential, proprietary or trade secret information of the other party ("Confidential Information"). Each party agrees to (a) keep such Confidential Information strictly confidential; (b) not disclose it to any third party except employees, agents or permitted advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein; and (c) use Confidential Information only for purposes of performing obligations under this Agreement. Confidential Information shall not include information that is or becomes publicly available without breach of this Agreement, already in the receiving party's possession, independently developed without use of the disclosing party's Confidential Information, or rightfully obtained from a third party without restriction. Upon termination or written request, the receiving party shall return or destroy Confidential Information and certify destruction upon request.

Representations; Compliance

Each party represents and warrants that it has full corporate power and authority to enter into and perform this Agreement, that the execution and performance of this Agreement will not violate any law, contractual obligation or third-party right, and that all information furnished to the other party in connection with the conversion is true and complete in all material respects. Each party shall comply with applicable laws and obtain any governmental or third-party consents required to effectuate the conversion.

Notices

Notices shall be given in writing and shall be deemed delivered when delivered in person, by nationally recognized overnight courier, or three business days after deposit in first-class mail, postage prepaid, to the notice addresses provided above or such other address as either party designates by notice in accordance with this section.

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 law principles. The parties shall attempt in good faith to resolve disputes through negotiation. If negotiation fails, disputes shall be resolved by binding arbitration conducted in accordance with the commercial arbitration rules agreed by the parties, and judgment upon the award may be entered in any court of competent jurisdiction.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's breach of this Agreement, gross negligence or willful misconduct. Except for breaches of confidentiality, indemnification obligations and claims for bodily injury or death, neither party shall be liable for consequential, incidental, indirect or punitive damages. The aggregate liability of either party for any claim arising under this Agreement shall not exceed the total amounts paid or payable by Transferee to Transferor under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

Entire Agreement; Amendment

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

Conversion Type

Conversion Type (select all that apply): Asset-based conversion Equity-based conversion Operational restructuring

Miscellaneous Provisions

Severability: if any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any term or breach shall be deemed a continuing waiver or a waiver of any other term or breach.

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