Business Switch Agreement

Business Switch Agreement

This Business Switch Agreement (the Agreement) is entered into as of Effective Date: by and between the parties identified below.

Parties

WHEREAS

WHEREAS, Switching Party presently operates or maintains certain customer accounts, subscriptions, systems, records, or services described herein, and desires to transfer or transition such accounts, services, and related operational responsibilities to Receiving Party in accordance with the terms of this Agreement; and

WHEREAS, Receiving Party represents that it has the capability, resources and legal authority to accept and perform the duties required to assume the switched business functions and to effect an orderly transition to Receiving Party's operation on the Effective Date; and

WHEREAS, the parties desire to set forth the terms and conditions for the transition, payment, confidentiality, and termination of the switch.

Scope of Work

Receiving Party shall perform the work and provide the services necessary to effect the switch described below. The Scope of Work shall include, without limitation, migration planning, notification to affected customers where required, data transfer, system integration, testing, staff training, and post-transition support as required to complete an orderly switch consistent with industry practice.

Payment Terms

As full consideration for the services and deliverables described in this Agreement, Switching Party shall pay Receiving Party the total amount of USD, payable in accordance with the schedule below.

Unless otherwise agreed in writing, Receiving Party shall issue invoices upon achievement of the milestones set forth in the Scope of Work. Payments are due within days of invoice. Overdue payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, and payer shall also be responsible for reasonable collection costs and attorneys' fees.

Late fee (if flat): or Late fee (if percentage):

Term and Termination

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

Either party may terminate this Agreement upon material breach by the other party that remains uncured for a period of thirty (30) days after receipt of written notice specifying the breach. Either party may also terminate this Agreement for convenience upon prior written notice to the other party given not less than days prior to the effective termination date. Termination shall not relieve either party of obligations accrued prior to termination.

Confidentiality

Each party (a Receiving Party of Confidential Information) shall hold in strict confidence all non-public, proprietary, or confidential information disclosed by the other party, whether oral, written, electronic or observed, and shall use such information only for the purposes of performing obligations under this Agreement. Confidential information does not include information that: (i) was lawfully in the receiving party's possession without restriction prior to disclosure; (ii) becomes generally available to the public through no fault of the receiving party; or (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information. A party may disclose Confidential Information to comply with law or valid order of a court or governmental agency, provided that the disclosing party gives prompt written notice to the other party to permit a protective order or other remedy.

Representations and Warranties

Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder. Receiving Party further warrants that services will be performed in a professional and workmanlike manner consistent with prevailing industry standards.

Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement.

Limitation of Liability

Except for each party's indemnification obligations and willful misconduct, neither party shall be liable to the other for any indirect, incidental, consequential, special or punitive damages, whether in contract, tort or otherwise, even if advised of the possibility of such damages. Each party's aggregate liability under this Agreement shall not exceed the total fees paid to Receiving Party under this Agreement during the twelve (12) months preceding the claim.

Governing Law

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

Entire Agreement

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, proposals, negotiations and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth in the Parties section or to such other address as a party may designate by written notice in accordance with this section. Notices may be delivered by hand, certified mail (return receipt requested), or recognized overnight courier.

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