Business Transition Template

BUSINESS TRANSITION AGREEMENT

This Business Transition Agreement (the Agreement) is made and entered into as of by and between (Transferor) and (Transferee). Transferor and Transferee are each a Party and together the Parties.

WHEREAS

WHEREAS, Transferor owns and operates the business described as and intends to transfer certain assets, customer relationships, and operational responsibilities to Transferee in accordance with this Agreement.

WHEREAS, Transferee has represented that it has the capacity, expertise, and financial resources to assume the specified operations and obligations and desires to accept the transition subject to the terms set forth in this Agreement.

WHEREAS, the Parties desire to set forth the terms and conditions under which the business transition will occur to provide for continuity of operations and protection of confidential information and goodwill.

PARTIES AND NOTICE ADDRESSES

SCOPE OF WORK

Transferor will transfer to Transferee, and Transferee will accept, the business operations, assets, and specified responsibilities set forth below. The specific assets, services, and transition activities to be performed during the transition period are described in the Scope of Work.

Tangible assets (equipment, inventory)    Intangible assets (IP, customer lists)    Assigned contracts and licenses

PAYMENT TERMS

As consideration for the transition and the assets and obligations transferred, Transferee shall pay Transferor the sum of $ (Payment Amount) on the terms set forth below.

If any payment is not received within days after the due date, Transferee shall pay a late fee equal to of the overdue amount, plus interest at the lesser of 1.5% per month or the maximum rate permitted by law, computed from the due date until payment in full.

TERM AND TERMINATION

The term of 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 such breach within days after receiving written notice specifying the nature of the breach. In addition, either Party may terminate for convenience upon providing days' prior written notice to the other Party.

CONFIDENTIALITY

Each Party (Receiving Party) shall hold in strict confidence and shall not disclose to any third party any Confidential Information of the other Party (Disclosing Party) except as permitted by this Agreement. "Confidential Information" means nonpublic business, financial, technical or customer information disclosed in connection with the transition. Confidential Information does not include information that the Receiving Party can document: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party prior to disclosure; or (c) is rightfully received from a third party without restriction.

The Receiving Party may disclose Confidential Information to its affiliates, employees, legal counsel, accountants and other advisors who have a need to know such information in connection with the transition, provided that such persons are bound by confidentiality obligations no less protective than those set forth herein. The obligations of confidentiality shall survive termination of this Agreement for a period of years.

REPRESENTATIONS, WARRANTIES AND INDEMNITY

Each Party represents and warrants that it has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder. Transferor warrants that, to the best of its knowledge, the assets and contracts being transferred are free and clear of undisclosed liens and encumbrances, except as disclosed in writing to Transferee.

Each Party shall indemnify, defend and hold harmless the other Party from and against any losses, liabilities, claims and expenses (including reasonable attorneys' fees) arising out of the indemnifying Party's breach of this Agreement, willful misconduct, or negligence in the performance of its obligations.

ASSIGNMENT; SEVERABILITY

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 sale of substantially all of its business or assets, provided that the assignee assumes the assigning Party's obligations under this Agreement in writing. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the Parties at their respective notice addresses set forth above, by certified mail, overnight courier, or personal delivery, and shall be deemed given upon receipt.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The Parties shall first attempt in good faith to resolve any dispute arising under this Agreement through negotiation. If negotiation fails, the Parties agree to submit the dispute to binding arbitration in accordance with the commercial arbitration rules then in effect, and judgment upon the award may be entered in any court of competent jurisdiction.

ENTIRE AGREEMENT

This Agreement, including any exhibits or schedules referenced herein and any written amendments signed by both Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, whether written or oral.

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