Business Replacement Agreement

BUSINESS REPLACEMENT AGREEMENT

This Business Replacement Agreement (the Agreement) is made effective as of between Replacing Party Name: and Replaced Party Name: .

RECITALS

WHEREAS, Replaced Party presently provides certain business operations, services, contracts, obligations and/or rights described herein that the parties intend for the Replacing Party to assume, perform or complete on the terms set forth in this Agreement;

WHEREAS, the parties desire to document the scope of the replacement, the allocation of consideration, the transfer of obligations, and the respective warranties, indemnities and remedies to govern the replacement relationship;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

PARTIES' CONTACT INFORMATION

SCOPE OF WORK

The Replacing Party shall assume and perform the business functions and obligations set forth below, including any contracts and specified deliverables identified by the parties. The Replacing Party's scope of performance shall include all tasks, responsibilities and transitional activities reasonably necessary to effect an orderly replacement.

PAYMENT TERMS

As consideration for the replacement services and assumption of obligations, Replacing Party shall pay Replaced Party the fees and reimbursements set forth below in the manner provided:

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 material breach by the other party if the breaching party fails to cure such breach within a reasonable cure period not to exceed the notice period set forth above. Termination shall not relieve either party of obligations accrued prior to the effective date of termination.

CONFIDENTIALITY

Each party (the Receiving Party) shall hold in confidence and shall not disclose to any third party any Confidential Information of the other party (the Disclosing Party) except as necessary to perform its obligations under this Agreement. Confidential Information includes business processes, client lists, pricing, trade secrets, and any information designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

The obligations of confidentiality do not apply to information that: (a) is or becomes generally available to the public without breach of this Agreement; (b) was rightfully in the Receiving Party's possession prior to disclosure; (c) is lawfully obtained from a third party without restriction; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. The Receiving Party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

REPRESENTATIONS, WARRANTIES AND INDEMNITIES

Each party represents and warrants that it has the full power, authority and legal right to enter into this Agreement and to perform its obligations hereunder. Replacing Party warrants that it will perform the assumed obligations in a professional and workmanlike manner. Each party shall indemnify, defend and hold harmless the other from and against any claims, losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising from that party's breach of its representations, warranties or obligations under this Agreement.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as a party may designate by notice). Notice is effective upon personal delivery, one business day after delivery to a nationally recognized overnight courier, or three business days after deposit in the U.S. mail, certified, return receipt requested.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties agree to attempt to resolve disputes in good faith through negotiation; if unresolved within thirty (30) days, disputes shall be resolved by binding arbitration conducted in the county of the governing state unless the parties agree otherwise in writing.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any schedules 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, both written and oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

SEVERABILITY; SURVIVAL

If any provision of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. The provisions that by their nature should survive termination or expiration of this Agreement shall survive.

EXECUTION

The parties have executed this Agreement as of the Effective Date set forth above. Each party represents that the person signing on its behalf is authorized to do so.

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