Business Replacement Contract

BUSINESS REPLACEMENT CONTRACT

This Business Replacement Contract (the "Agreement") is made and entered into as of Effective Date: by and between the following parties:

RECITALS

WHEREAS, Client currently receives certain business services, assets, or obligations from an existing provider and requires an orderly transition and replacement of those services, assets, and obligations (the "Existing Arrangement"); and

WHEREAS, Replacement Provider represents that it has the experience, personnel, equipment, and financial capacity necessary to assume and perform the scope of work described herein and to effect a substitution for the Existing Arrangement; and

WHEREAS, Client desires to engage Replacement Provider to perform the replacement services and Replacement Provider agrees to perform such services under the terms and conditions set forth in this Agreement.

SCOPE OF WORK

Replacement Provider shall accept responsibility for replacing the Existing Arrangement and shall perform the work and deliverables described below. The parties acknowledge that timely and coordinated transition activities are critical to avoid business interruption.

Specific transition responsibilities shall include, at minimum: inventory and transfer of identified assets, assumption or novation of specified contracts where applicable, coordination of personnel transfer or subcontracting, data and systems migration, and acceptance testing as set forth in the Scope of Work above.

PAYMENT TERMS

Payments shall be made in accordance with the Payment Schedule above. Replacement Provider shall submit invoices to Client at the address for notices specified below. Unless otherwise agreed, Client shall pay undisputed invoices within days of receipt.

Client shall be responsible for reasonable, pre-approved transition expenses incurred by Replacement Provider if such expenses are documented with supporting receipts and approved in writing by Client prior to incurrence.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice to the other party not less than days prior to the effective date of termination.

Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve either party of payment obligations for services performed prior to termination.

CONFIDENTIALITY

"Confidential Information" means any non-public, proprietary, technical, financial, operational or business information disclosed by one party to the other in connection with this Agreement. Each receiving party shall (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not disclose such information to any third party except to its employees, agents or contractors with a need to know who are bound by confidentiality obligations; and (c) use Confidential Information only for the purposes of performing under this Agreement.

Confidential Information shall not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was lawfully in the receiving party's possession prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information. The obligations set forth in this section shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain confidential for as long as they qualify as trade secrets.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of or resulting from the indemnifying party's breach of this Agreement, gross negligence or willful misconduct. Indemnified parties shall provide prompt written notice of any claim and cooperate in the defense at the indemnifying party's expense.

GOVERNING LAW

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

NOTICES

All notices, consents, approvals and other communications 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 designates by written notice). Notice is effective upon receipt.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or modification to this Agreement shall be binding unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Replacement Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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