Business Transition CRA

Business Transition CRA

Parties and Effective Date

This Business Transition Confidentiality and Retention Agreement ("Agreement") is entered into as of (the "Effective Date"), by and between:

WHEREAS, Client Name: desires to transition certain business operations, assets and contracts as described in the Scope of Work below; and

WHEREAS, Service Provider / Transition Manager: has the expertise and resources necessary to facilitate the orderly transition of specified business functions; and

WHEREAS, the parties desire to set forth their respective rights and obligations, including confidentiality protections, payment terms, and termination rights, in connection with the transition.

Scope of Work

The Service Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards and shall coordinate with Client personnel as reasonably required to accomplish a timely transition. Any material change to the Scope of Work shall be documented in a written change order signed by authorized representatives of both parties.

Payment Terms

All amounts payable under this Agreement are exclusive of any applicable taxes, which shall be the responsibility of the paying party unless otherwise agreed in writing. Invoices are due within the payment terms set forth in the Payment Schedule. Failure to pay undisputed invoices when due shall entitle the Service Provider to suspend services after providing ten (10) days' written notice.

Term and Termination

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

Either party may terminate this Agreement for convenience upon providing the other party with written notice as set forth above. Termination for cause may be effected by either party if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Upon termination or expiration, Service Provider shall deliver all Transition Deliverables completed as of the termination date and Client shall pay for all services performed and approved expenses incurred through the termination date, subject to any documented set-offs for unperformed work.

Confidentiality

"Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") in connection with this Agreement, whether disclosed orally, visually, in writing or by inspection, including but not limited to business plans, financial information, customer and supplier lists, technical data, employee information, contracts, pricing and transition plans. Confidential Information does not include information that (a) is or becomes generally available to the public other than as a result of a breach by the Receiving Party; (b) is rightfully received from a third party without restriction and without breach of an obligation of confidentiality; (c) is independently developed by the Receiving Party without reference to or use of Confidential Information; or (d) is required to be disclosed by law or valid legal process, provided that the Receiving Party gives prompt written notice to the Disclosing Party and cooperates in any effort to obtain protective treatment.

The Receiving Party shall: (i) use Confidential Information solely for the purposes of performing its obligations under this Agreement; (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and (iii) not disclose Confidential Information to any third party except to those employees, consultants or contractors who have a legitimate need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for as long as such information qualifies as a trade secret under applicable law.

Intellectual Property; Return of Materials

Except as expressly provided in a written work-for-hire or assignment executed by the parties, each party retains all right, title and interest in and to its pre-existing intellectual property. To the extent that Service Provider creates new work product specifically for Client and the parties have agreed in writing to assignment, such work product shall be owned by Client upon full payment. Upon termination or expiration, each party shall promptly return or destroy the other party's Confidential Information and certify in writing the return or destruction upon request.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement. Except for liability arising from fraud, willful misconduct or indemnification obligations, neither party's aggregate liability shall exceed the total fees paid under this Agreement in the twelve (12) months preceding the claim. Neither party shall be liable for consequential, incidental, special or punitive damages.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in the chosen state for resolution of disputes arising under this Agreement.

Entire Agreement and Amendments

This Agreement, including any exhibits or schedules expressly incorporated herein, 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 binding unless executed in writing by authorized representatives of both parties.

Notices

Notices under this Agreement shall be in writing and delivered by hand, certified mail (return receipt requested), or nationally recognized courier service to the notice addresses set forth above or to such other address as a party may specify by notice in accordance with this Section.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement will remain in full force and effect. The parties are independent contractors and nothing in this Agreement shall create an employment, agency, partnership or joint venture relationship between them. The headings in this Agreement are for convenience only and shall not affect interpretation.

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