Business Preservation Document

Business Preservation Document

This Business Preservation Document is entered into as of by and between Company Name: and Preservation Agent Name: .

WHEREAS

WHEREAS, Company Name conducts business and maintains assets, records, contracts, intellectual property, and customer relationships requiring affirmative preservation measures to protect value and continuity (collectively, "Business Assets");

WHEREAS, Preservation Agent has expertise, personnel, systems, and procedures reasonably necessary to preserve, catalog, protect and, where directed, maintain or transfer Business Assets in accordance with the terms set forth herein; and

WHEREAS, the parties desire to set forth the scope, duties, compensation, confidentiality and other terms pursuant to which Preservation Agent will undertake preservation services for Company Name.

Scope of Work

Preservation Agent shall perform the services described above in a commercially reasonable manner consistent with industry standards for preservation of businesses of comparable size and complexity. Preservation Agent shall maintain records of steps taken and shall provide periodic written reports to Company Name as set forth in the scope of services.

Payment Terms

Company Name shall pay Preservation Agent in accordance with the foregoing schedule. All payments are due within thirty (30) days of invoice receipt unless otherwise stated. Late payments shall incur a late fee equal to of the past-due balance per month or the maximum permitted by law, whichever is less. Payment obligations are independent of any dispute as to the performance of non-monetary obligations, subject to good-faith dispute resolution procedures.

Term and Termination

This Agreement commences on and shall continue until unless earlier terminated in accordance with this section.

Either party may terminate for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach that is not cured within thirty (30) days following written notice. Preservation Agent may suspend services if Company Name fails to timely make payments and may resume only upon cure of past-due amounts.

Insolvency, liquidation or bankruptcy of Company Name
Willful misconduct or gross negligence by Preservation Agent resulting in material loss

Confidentiality

Each party acknowledges that in connection with the performance of this Agreement it may receive or access Confidential Information of the other party. "Confidential Information" means nonpublic business, financial, technical, customer and personnel information disclosed in any form. Confidential Information does not include information that (i) is or becomes generally available to the public other than through a breach of this Agreement, (ii) was in the receiving party's possession prior to disclosure without restriction, or (iii) is independently developed without use of the disclosing party's Confidential Information.

The receiving party shall (a) use Confidential Information solely to perform its obligations hereunder, (b) restrict access to those of its employees, contractors and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein, and (c) take commercially reasonable measures to protect Confidential Information. Upon termination or upon written request, the receiving party shall promptly return or certify destruction of Confidential Information, except that Preservation Agent may retain archival copies as required by law or to exercise its rights under this Agreement.

The obligations of confidentiality shall survive termination of this Agreement for years, except with respect to trade secrets which shall be protected for so long as they meet statutory criteria for trade secret protection.

Governing Law; Remedies

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 agree that monetary damages may be inadequate to remedy a breach of confidentiality or unauthorized disposition of Business Assets and that either party may seek injunctive relief, specific performance and other equitable remedies in addition to any available legal remedies. Remedies available to a party are cumulative and not exclusive.

Entire Agreement; Amendment

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

Notices

Notices must be in writing and delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses listed above or such other address as a party may designate by notice.

General Provisions

Each party represents and warrants that it has full power and authority to enter into this Agreement and perform its obligations. Neither party may assign this Agreement without the prior written consent of the other, except that Preservation Agent may assign to an affiliate or successor in interest in connection with a merger or sale of substantially all its assets provided that the assignee assumes Preservation Agent's obligations hereunder.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith a valid substitute provision that most nearly effects the parties' intent.

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