Business Succession Plan

BUSINESS SUCCESSION PLAN

This Business Succession Plan (the Plan) is entered into as of by and between:

Party A Name:

Party B Name:

RECITALS

WHEREAS, the parties are owners, managers, or principal stakeholders of the business known as (the Business), which is organized as a Entity Type: Corporation LLC Partnership Sole Proprietorship.

WHEREAS, the parties desire to provide for an orderly transition of ownership, management, and control of the Business upon retirement, incapacity, death, or other triggering events, and to establish financial, governance and operational measures to effectuate such transition;

WHEREAS, this Plan sets forth the parties' agreed mechanisms for valuation, transfer, funding, and the appointment of successors, and allocates responsibilities for implementing the transition.

DEFINITIONS

For purposes of this Plan, "Triggering Event" means retirement, permanent disability, death, voluntary sale, involuntary transfer, or other event described herein; "Successor" means the natural person or entity identified to assume ownership or management duties as specified in this Plan.

SCOPE OF WORK

SUCCESSION OBJECTIVES; DESIGNATION OF SUCCESSOR

OWNERSHIP TRANSFER MECHANISM; VALUATION

The parties agree that ownership shall be transferred upon a Triggering Event by the following mechanism (select one or more and describe terms):

TRANSITION TIMELINE AND ROLES

Transition commencement date:    Estimated completion date:

PAYMENT TERMS

Payment Amount for Transition Services: $

Late Payment Fee: per month on past due amounts. Payments not received within days of the due date will be considered delinquent.

TERM AND TERMINATION

This Plan shall commence on and remain in effect until , unless earlier terminated in accordance with this section.

Either party may terminate this Plan upon written notice delivered at least days prior to the effective termination date. Immediate termination is permitted upon material breach that remains uncured for days after written notice of breach.

CONFIDENTIALITY

Each party acknowledges that during the negotiation and implementation of this Plan it may receive Confidential Information. "Confidential Information" shall include nonpublic business, financial, customer, and personnel information. Each party shall:

(a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to third parties except to the extent required to effectuate the succession or as required by law; and (c) use Confidential Information solely to perform obligations under this Plan. The obligations in this clause survive termination of this Plan for a period of years.

GOVERNING LAW

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

ENTIRE AGREEMENT; AMENDMENTS

This Plan, together with any exhibits or schedules expressly incorporated herein, constitutes the entire agreement of the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, representations and understandings. No amendment or modification shall be effective unless made in writing and signed by both parties.

MISCELLANEOUS PROVISIONS

Severability: If any provision of this Plan is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Enforcement: The prevailing party in any dispute arising under this Plan is entitled to recover reasonable attorneys' fees and costs.

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