Business Transaction TOA

Business Transaction TOA

Parties

Recitals

WHEREAS, Party A is engaged in certain business activities and holds certain assets, rights and interests described herein (the "Assets") that Party A has agreed to transfer to Party B pursuant to the terms and conditions set forth in this Agreement; and

WHEREAS, Party B desires to acquire from Party A, and Party A desires to transfer to Party B, the Assets and assume such obligations as are expressly set forth in this Agreement, on the Effective Date of .

WHEREAS, the parties intend by this Business Transaction Terms of Agreement ("Agreement") to set forth the material terms, payment arrangements, and obligations governing the transaction and to memorialize their mutual covenants and warranties.

Scope of Work / Assets Transferred

Payment Terms

Purchase Price: Party B shall pay to Party A a total purchase price of (the "Purchase Price"), subject to adjustments expressly set forth in this Agreement.

Payment Schedule (select applicable and describe schedule):
Lump sum on closing
Installments
Milestone payments

Late Payment: Any undisputed amount not paid within days after the due date shall accrue interest at a rate of , plus a late fee of for each delinquent installment.

Payment Method: Payments shall be made by wire transfer to the account designated in writing by Party A, unless otherwise agreed in writing by the parties. All fees and taxes associated with wire transfers shall be borne by the paying party except as otherwise stated herein.

Term and Termination

Term: This Agreement shall commence on the Effective Date of and shall continue until unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this Agreement without cause by delivering written notice to the other party at least days prior to the effective termination date. Termination shall not relieve either party of obligations accrued prior to the effective termination date.

Termination for Cause: Either party may terminate this Agreement for material breach by the other party if such breach remains uncured after days' written notice specifying the breach. Upon termination for cause, the non-breaching party shall be entitled to seek all remedies available at law or in equity.

Confidentiality

Each party (the "Receiving Party") shall hold in strict confidence and not disclose to any third party any non-public, proprietary or confidential information of the other party (the "Disclosing Party") obtained in connection with this Agreement. Confidential information includes, but is not limited to, business records, financial information, customer data, trade secrets, technical data, and negotiation positions, but does not include information that (i) is or becomes publicly available through no fault of the Receiving Party, (ii) was known to the Receiving Party prior to disclosure as demonstrated by written records, or (iii) is required to be disclosed by law or valid order of a court or governmental authority, provided that the Receiving Party provides prompt written notice and cooperates in any lawful attempt to limit disclosure.

Duration of Confidentiality: The obligations under this Section shall continue for a period of years from the date of disclosure, provided that trade secrets and other information entitled to protection under applicable law shall remain protected for so long as such information remains a trade secret.

Representations, Warranties and Covenants

Each party represents and warrants that it has the full corporate or individual power and authority to enter into and perform this Agreement, that execution and delivery of this Agreement has been duly authorized, and that this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms. Party A further represents that, to its knowledge, there are no undisclosed liabilities or claims material to the Assets except as expressly set forth in writing.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflicts of law principles. The parties agree that any dispute arising out of or related to this Agreement shall be resolved by binding arbitration or, if otherwise required or elected in writing by both parties, by litigation in a court of competent jurisdiction in the designated jurisdiction.

Indemnification

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and affiliates from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of any breach of this Agreement, any negligent act or omission, or any willful misconduct by the indemnifying party.

Entire Agreement

This Agreement, together with any schedules, exhibits and written amendments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, proposals, understandings and agreements, whether written or oral. No amendment or modification of this Agreement shall be binding unless in writing and executed by authorized representatives of both parties.

Miscellaneous Provisions

Assignment: Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets.

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

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