Business Replacement Template

BUSINESS REPLACEMENT AGREEMENT

Effective Date:

Parties

Recitals

WHEREAS, Original Business (identified above) is a party to certain obligations, contracts, licenses or client relationships described as:

WHEREAS, Replacement Business desires to assume and perform the obligations described above and to be substituted for Original Business for the limited purposes and on the terms set forth in this Agreement.

WHEREAS, the Parties desire to set forth the terms under which Replacement Business will replace Original Business and the consideration to be paid, and to provide for transition and confidentiality protections.

Replacement Details

Effective Replacement Date:

Scope of replacement: Replacement Business shall assume responsibility for the following contracts, accounts, assets, and functions (list specific items or describe the scope below).

Payment Terms

Replacement Fee (Total):

Payment Due Within days of invoice. Payments shall be made in lawful currency by wire transfer or check to the account designated in writing by Replacement Business unless otherwise agreed in writing.

Late Payment: If any undisputed payment is not received within days after the due date, interest shall accrue at the lesser of (a) percent per month, or (b) the maximum rate permitted by applicable law. In addition, a late fee of may be charged to cover administrative costs.

Term and Termination

Term commencement date:   Term expiration date:

Either Party may terminate this Agreement for convenience upon providing written notice to the other Party at least days prior to the intended termination date. Either Party may terminate for material breach if the breaching Party fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination for any reason, Replacement Business shall promptly deliver to Original Business (or its designee) all records, work product, and transition materials reasonably necessary to effect an orderly handover. Termination shall not relieve any Party of obligations accrued prior to termination.

Confidentiality

Each Party shall keep confidential and shall not disclose to any third party any Confidential Information received from the other Party, except as expressly permitted herein or required by law. "Confidential Information" means nonpublic information disclosed in connection with the replacement, including customer lists, pricing, technical data, and proprietary processes, but excludes information that (a) is or becomes generally available to the public other than through a breach of this Agreement, (b) was known to the receiving Party prior to disclosure, or (c) is independently developed by the receiving Party without use of or reference to the disclosing Party's Confidential Information.

The receiving Party shall use at least the same level of care to protect Confidential Information as it uses to protect its own confidential materials, and in no event less than reasonable care. Upon termination or written request, each Party shall return or destroy the other Party's Confidential Information and certify such return or destruction in writing.

Representations and Warranties

Each Party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, and that performance will not violate any agreement, law, or order applicable to such Party. Replacement Business represents that it will perform the assumed obligations in a professional manner consistent with industry standards.

Indemnification and Liability

Each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claims arising out of such Party's breach of this Agreement or negligent or willful misconduct in performing obligations assumed under this Agreement. Except for willful misconduct or indemnity obligations, neither Party shall be liable for indirect, incidental, special, punitive or consequential damages.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The Parties consent to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising under this Agreement.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a Party designates by written notice. Notices shall be deemed given upon personal delivery, three days after deposit in certified mail, or one business day after dispatch via overnight courier.

Entire Agreement

This Agreement, including any exhibits or written schedules 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. Any amendment or modification must be in writing and signed by both Parties.

Miscellaneous

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The Parties acknowledge that they have had the opportunity to consult with counsel and understand the terms of this Agreement.

Sign Now