Business Service Transition Management

Business Service Transition Management Agreement

Parties and Recitals

This Agreement is entered into effective as of (the Effective Date) by and between (Client) and (Service Provider).

WHEREAS, Client requires management and coordination of the transition of specified business services from existing arrangements to new operating conditions in order to preserve continuity of operations, reduce risk, and document operational knowledge; and

WHEREAS, Service Provider represents that it has the experience, personnel and systems necessary to plan, manage and execute such transition activities and is willing to provide transition management services on the terms set forth in this Agreement.

Scope of Work

Service Provider shall perform the transition management services described below (the Services). Services shall include project planning, knowledge transfer, resource coordination, risk mitigation, cutover support and post-transition stabilization as described in the Transition Plan.

Payment Terms

In consideration of the Services, Client shall pay Service Provider the fees set forth below in accordance with this Agreement.

Invoices are due in accordance with the Payment Schedule. Amounts not paid when due shall accrue interest at the Late Payment Fee rate specified above and Client shall be liable for reasonable collection costs and attorneys' fees incurred by Service Provider in collection of overdue amounts.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Upon termination, Client shall pay Service Provider for all Services performed through the effective date of termination and for any non-cancellable commitments or expenses reasonably incurred by Service Provider in performance of the Services.

Confidentiality

Each party (Receiving Party) shall keep confidential all information disclosed by the other party (Disclosing Party) and designated as 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 includes transition documentation, client data, system access credentials, pricing, personnel information, and business processes.

The Receiving Party shall (a) use Confidential Information solely for performance of this Agreement; (b) restrict disclosure to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those in this Agreement; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information does not include information that: (i) is or becomes generally available to the public through no breach by the Receiving Party; (ii) was rightfully in Receiving Party's possession prior to disclosure; (iii) is independently developed by Receiving Party without use of Disclosing Party's Confidential Information; or (iv) is required to be disclosed by law or a valid order of a court or governmental authority, provided Receiving Party gives prompt notice to Disclosing Party to permit a protective order or other remedy.

Upon request of the Disclosing Party or upon termination of this Agreement, Receiving Party shall return or irretrievably destroy all Confidential Information of Disclosing Party and certify such return or destruction in writing.

Governing Law and Dispute Resolution

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 shall attempt in good faith to resolve disputes through negotiation. If unresolved, disputes shall be submitted to the exclusive jurisdiction of the state and federal courts located in the above state.

Representations; Limitation of Liability; Insurance

Each party represents it has the authority to enter into this Agreement. Service Provider will perform Services in a professional manner consistent with industry standards. Except for willful misconduct or gross negligence, each party's aggregate liability arising out of or relating to this Agreement shall be limited to direct damages not to exceed the total amounts paid by Client to Service Provider under this Agreement during the preceding twelve (12) months. Neither party shall be liable for special, incidental, indirect or consequential damages, including lost profits.

Assignment; Subcontracting; Notices

Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all its assets. Service Provider may subcontract portions of the Services provided that Service Provider remains responsible for performance.

Entire Agreement; Amendment

This Agreement, including all attachments and exhibits expressly incorporated, constitutes the entire agreement between the parties with respect to the Services and supersedes all prior or contemporaneous understandings, proposals or communications, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors; nothing in this Agreement creates an employment, agency or joint venture relationship.

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