Business Transition Meetings

BUSINESS TRANSITION MEETINGS AGREEMENT

This Business Transition Meetings Agreement (the Agreement) is made effective as of by and between the parties identified below.

RECITALS

WHEREAS, Client Name: is undertaking a change in management, ownership, or operational responsibility that requires coordinated transition activities; and

WHEREAS, Service Provider Name: has experience facilitating structured meetings, knowledge transfer, and action planning necessary to effectuate an orderly transition; and

WHEREAS, the parties desire to set forth the terms and conditions under which scheduled Business Transition Meetings will be conducted, documented, and compensated.

SCOPE OF WORK

The Service Provider shall plan, facilitate, and document Business Transition Meetings described below. Meetings shall include agenda development, facilitation, minute-taking, assignment and tracking of action items, and delivery of transition deliverables to Client in accordance with the schedule set forth herein.

MEETING SCHEDULE AND DELIVERABLES

Number of meetings:   Frequency:

First scheduled meeting date:   Typical duration per meeting:

PAYMENT TERMS

Total fee for services: (USD)

Late payment: If Client fails to pay any amount when due, interest shall accrue on the overdue amount at a rate of or the maximum rate permitted by law, whichever is lower. Client shall also be responsible for any collection or legal costs reasonably incurred by Provider in collecting overdue amounts.

TERM AND TERMINATION

Term commencement date:   Term end date (or estimated completion):

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the intended termination date. Termination for material breach by either party shall be effective if the breaching party fails to cure the breach within 30 days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each party acknowledges that in connection with this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical and financial information disclosed orally, in writing or by inspection of tangible items that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Each receiving party shall: (a) hold the disclosing party's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not disclose Confidential Information to any third party except to employees, contractors or advisors with a need to know and who are bound by confidentiality obligations at least as restrictive as those in this Agreement; and (c) use Confidential Information solely to perform its obligations under this Agreement.

Confidentiality obligations shall continue for a period of years following termination or expiration of this Agreement, except with respect to trade secrets, for which confidentiality shall be maintained for as long as permitted by applicable law.

RESPONSIBILITIES

Client responsibilities include making available required personnel, documents, systems access, and timely decisions necessary for effective meetings. Provider responsibilities include delivering facilitation, documented minutes, action item tracking, and agreed-upon transition materials.

INTELLECTUAL PROPERTY AND RECORDS

Unless otherwise agreed in writing, all meeting minutes, action logs and deliverables prepared specifically for Client under this Agreement shall be the property of Client upon full payment of fees due. Provider may retain internal planning materials and generic facilitation methodologies, provided no Confidential Information of Client is disclosed or used contrary to this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice of law rules. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that State for any dispute arising out of this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any schedules or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, proposals, and understandings, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party except to a successor in interest in connection with a merger or sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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