Business Trans-Mutation Document

BUSINESS TRANS-MUTATION DOCUMENT

Parties

Recitals

WHEREAS, Transferor is the lawful owner of certain business assets, rights, interests and goodwill described herein and intends to effect a transmutation of such assets into Transferee pursuant to the terms and conditions of this Business Trans-Mutation Document (the Agreement);

WHEREAS, Transferee desires to accept the transmutation of the identified assets and liabilities, and each party represents it has the full corporate or other applicable authority to enter into and perform this Agreement;

WHEREAS, the parties wish to set forth their respective rights, obligations, consideration and procedures for effecting the transmutation as of the Effective Date set forth below.

Effective Date

This Agreement shall be effective as of:

Scope of Transmutation

The Transferor hereby transmits, assigns and conveys to the Transferee, and the Transferee hereby accepts, the business assets, rights and interests described below to be transmuted and incorporated into Transferee's operations subject to the terms of this Agreement.

Payment Terms

In consideration for the transmutation and transfer of assets, Transferee shall pay Transferor the sum and on the schedule set forth below. All amounts are payable in lawful currency of the jurisdiction specified in this Agreement.

All payments shall be applied first to accrued fees and then to principal. If Transferee fails to make any payment when due, Transferor may suspend performance and pursue all remedies available at law or in equity.

Term and Termination

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

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the notice period specified above. Termination does not relieve any party of obligations that, by their nature, survive termination, including confidentiality, indemnity and payment obligations.

Confidentiality

Each party agrees to hold in strict confidence and not to disclose to any third party, and not to use for any purpose other than the performance of this Agreement, any Confidential Information of the other party. "Confidential Information" means non-public business, technical or financial information disclosed in connection with this Agreement, whether oral, written, electronic or otherwise.

The obligations in this section shall not apply to information that (a) is or becomes publicly available through no fault of the receiving party; (b) was already lawfully in the receiving party's possession; (c) is rightfully obtained by the receiving party from a third party without confidentiality obligations; or (d) is independently developed without use of the disclosing party's Confidential Information. A party may disclose Confidential Information to the extent required by law, provided it gives prior notice to the disclosing party where legally permissible.

Representations, Warranties and Covenants

Transferor represents and warrants that: (a) it has good and marketable title to the assets to be transmuted, free and clear of all liens and encumbrances except as expressly disclosed in writing; (b) it has full power and authority to enter into and perform this Agreement; and (c) the execution and delivery of this Agreement by Transferor will not violate any material agreement or law to which it is subject.

Transferee represents and warrants that it has the full power and authority to accept the transmutation and to perform its obligations hereunder, and will assume only those liabilities expressly agreed in writing.

Indemnification

Each party (Indemnitor) shall indemnify, defend and hold harmless the other party (Indemnitee) from and against any claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of the Indemnitor's breach of its representations, warranties or covenants under this Agreement, or from claims relating to liabilities not expressly assumed by Transferee in this Agreement.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified above, without regard to its conflict of law principles. The parties agree that any dispute arising out of or relating to this Agreement shall be resolved by the courts located in that jurisdiction, and each party irrevocably submits to the exclusive jurisdiction of such courts.

Entire Agreement; Amendments

This Agreement (including all schedules and exhibits attached hereto) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties.

Severability; Survival

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be interpreted to achieve the parties' intent to the extent permitted and the remaining provisions shall remain in full force and effect. The obligations of the parties that by their nature are intended to survive termination or expiration of this Agreement shall so survive.

Execution and Acknowledgment

Each party warrants that the individual signing below is duly authorized to execute this Agreement on behalf of the respective party and that this Agreement, when executed and delivered, will be a valid and binding obligation of such party enforceable in accordance with its terms.

Sign Now