Business Return Protocol

BUSINESS RETURN PROTOCOL

Effective Date:

WHEREAS

WHEREAS, Company Name: operates certain business operations and assets described in Schedule A and desires an orderly return of defined business functions, assets, records, and personnel in accordance with the terms set forth herein;

WHEREAS, Returning Party Name: has agreed to effect the return and transition of the subject assets and operations under a controlled protocol to minimize disruption to customers, employees, and third-party obligations;

NOW, THEREFORE, in consideration of the mutual covenants and promises herein, the parties hereby agree to the following protocol and terms.

SCOPE OF WORK

The Scope of Work shall include, at a minimum, inventory reconciliation, transfer of customer records, employee notifications and offers where required by law, decommissioning of shared systems, and acceptance testing procedures to be performed prior to final handover.

PAYMENT TERMS

Late payments shall accrue interest at the rate of from the due date until paid. The parties acknowledge that interest and any collection costs are cumulative remedies and do not preclude other rights under this Agreement.

TERM AND TERMINATION

This Protocol commences on Start Date: and shall terminate on End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Protocol for material breach if the breaching party fails to cure such breach within days after written notice. Termination shall not relieve either party of obligations incurred prior to termination, including payment for completed work and return of confidential materials.

CONFIDENTIALITY

Each party shall maintain in confidence all non-public information disclosed in connection with the Protocol that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information shall not include information that is (i) already rightfully known to the receiving party without restriction, (ii) becomes publicly available without breach, (iii) is rightfully received from a third party without duty of confidentiality, or (iv) is independently developed by the receiving party.

Upon termination or written request, the receiving party shall promptly return or securely destroy all Confidential Information and all copies thereof, except where retention is required by law in which case the receiving party shall continue to protect the confidentiality of such retained information.

GOVERNING LAW

This Protocol shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts of that jurisdiction for any disputes arising under this Protocol.

ENTIRE AGREEMENT

This Protocol, together with any exhibits and schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral. Any amendment or modification must be in writing executed by authorized representatives of both parties.

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