Business Transaction TTR

Business Transaction TTR

This Business Transaction TTR (the Agreement) is entered into as of (Effective Date), by and between , having its principal address at (Party A), and , having its principal address at (Party B).

Recitals

WHEREAS, Party A possesses certain assets, information and capabilities relevant to the transaction contemplated herein and is willing to make such assets and information available to Party B on the terms set forth in this Agreement;

WHEREAS, Party B desires to receive and utilize such assets and information for the limited purposes described in this Agreement and to provide consideration to Party A as described in the Payment Terms; and

WHEREAS, the parties intend by this Agreement to define the scope, payment, confidentiality, allocation of risk, and governing law applicable to the transaction.

Scope of Work

The parties agree that the work described in the Scope of Work shall be performed in a professional manner consistent with industry standards. Any material change to the Scope of Work shall require prior written approval signed by authorized representatives of both parties.

Payment Terms

Payments shall be made in the currency stated above and in cleared funds to the remittance instructions provided by the receiving party. In the event any payment is not received by the due date, the delinquent amount shall incur a late fee of until paid in full. Acceptance of late payments shall not constitute a waiver of any breach or a modification of the payment schedule unless evidenced by a written amendment signed by both parties.

Term and Termination

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

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

Confidentiality

For the purposes of this Agreement, Confidential Information means all non-public information disclosed by a disclosing party to the receiving party, whether disclosed orally, in writing, or by inspection of tangible objects. The receiving party shall: (a) maintain the confidentiality of Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

Confidential Information shall not include information that: (i) is or becomes publicly known through no breach of this Agreement by the receiving party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, provided the receiving party gives prompt written notice to the disclosing party and cooperates in any lawful effort to limit or protect such disclosure. The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of years.

Notices

All notices, requests, consents, claims, demands and other communications hereunder shall be in writing and addressed to the parties at the addresses set forth below (or to such other address that a party may designate by notice):

Indemnification

Each party (Indemnitor) shall indemnify, defend and hold harmless the other party (Indemnitee) from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorney's fees) arising out of or resulting from any third-party claim to the extent caused by the Indemnitor's breach of this Agreement, negligence, or willful misconduct.

Governing Law

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

Entire Agreement

This Agreement, including all exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether oral or written. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that a party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets provided the assignee assumes all obligations hereunder in writing.

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

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