Business Reorganization Action

BUSINESS REORGANIZATION ACTION AGREEMENT

This Business Reorganization Action Agreement (the "Agreement") is made and entered into as of by and between Company Name: and Reorganization Consultant/Counterparty: .

WHEREAS

WHEREAS, the Company is duly organized and existing under the laws of , and its governing documents permit the reorganization described herein;

WHEREAS, the parties desire to effect a reorganization of the Company's business operations, assets, liabilities, or corporate structure (the "Reorganization") for the purposes of operational efficiency, tax planning, or structural alignment as further detailed in the scope of work below;

WHEREAS, the Company represents that all corporate approvals necessary to pursue the Reorganization will be obtained in accordance with applicable law and the Company's organizational documents by .

RESOLUTION AND AUTHORITY

NOW, THEREFORE, BE IT RESOLVED that the Company authorizes and directs the officers of the Company to take all actions necessary or desirable to implement the Reorganization, including negotiating, executing, delivering and performing all documents, agreements, instruments and filings (collectively, the "Transaction Documents") on behalf of the Company.

SCOPE OF WORK

PAYMENT TERMS

All fees and expenses payable hereunder shall be paid in the currency specified in the Transaction Documents and are exclusive of any taxes the parties are responsible to remit unless otherwise agreed in writing.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice delivered not fewer than days prior to the effective date of termination. Termination for material breach may be immediate if the breaching party fails to cure a breach within thirty (30) days after receipt of written notice of such breach.

CONFIDENTIALITY

Each party (the "Recipient") shall hold in confidence and not disclose any non-public, confidential or proprietary information disclosed by the other party (the "Discloser") in connection with the Reorganization, except to the extent such information: (a) is or becomes generally available to the public other than by breach of this Agreement; (b) was rightfully in Recipient's possession prior to receipt from Discloser; or (c) is required to be disclosed by law or by a tribunal of competent jurisdiction, provided Recipient furnishes prompt written notice to Discloser to allow Discloser to seek protective relief.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, together with any Transaction Documents executed pursuant hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

REPRESENTATIONS AND AUTHORITY

Each party represents and warrants to the other that: (a) it has full power and authority to enter into and perform its obligations under this Agreement; (b) the execution and delivery of this Agreement have been authorized by all necessary action of such party; and (c) this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms.

NOTICES

ENTITY TYPE

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