Business Mutation Document

BUSINESS MUTATION DOCUMENT

This Business Mutation Document (the "Agreement") is made effective as of Effective Date: and is entered into by and between the parties identified below.

Parties

WHEREAS

WHEREAS, Party A is the lawful holder of certain rights, interests and records relating to the business identified above and desires to effect one or more corporate mutations, transfers, or amendments to the business structure and records (the "Mutation");

WHEREAS, Party B has agreed to accept the Mutation and to perform any obligations necessary to effect the Mutation pursuant to the terms set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to record, memorialize and effectuate the Mutation in accordance with applicable corporate governance and contractual requirements as of the Mutation Effective Date:

Scope of Work

The parties agree that the scope of the Mutation shall include the actions described below, to be completed in accordance with the schedules and conditions set forth herein.

Mutation Particulars

Type of mutation (select all that apply):

Change of ownership    Change of business name    Change of registered address

Change of directors / management    Capital structure adjustment    Other (describe below)

Payment Terms

In consideration for the services and actions to effect the Mutation, Party B shall pay Party A the amounts and in the manner set forth below.

All payments shall be made in cleared funds to the receiving party's designated account. If any payment is not made within the period set forth in the payment schedule, the late payment fee stated above shall accrue from the due date until paid.

Term and Termination

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

Either party may terminate this Agreement for convenience upon not less than days' prior written notice to the other party. Termination for material breach shall be effective upon written notice if the breaching party fails to cure the breach within thirty (30) days of receiving written notice of such breach.

Confidentiality

Each party acknowledges that in the course of performing this Agreement it may receive Confidential Information of the other party. "Confidential Information" includes non-public business information, financial records, customer lists, technical data and any information designated in writing as confidential. Each party shall: (a) keep confidential such Confidential Information; (b) not disclose it to third parties except as required to perform the Mutation or as required by law; and (c) use it solely to effect the Mutation. The obligations in this clause shall survive termination for a period of .

Representations and Warranties

Each party represents and warrants to the other that: (a) it has full power and authority to enter into and perform this Agreement; (b) performance of this Agreement will not violate any agreement or obligation to any third party; and (c) all information provided for the purpose of effecting the Mutation is true and accurate to the best of its knowledge.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below in a manner that provides proof of delivery.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to conflicts of law principles.

Entire Agreement

This Agreement, including any schedules and attachments executed contemporaneously, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, understandings and agreements, whether oral or written.

No amendment or modification of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties.

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