Business Transom Document

Business Transom Document

Parties and Effective Date

This Business Transom Document (the "Agreement") is made effective as of by and between the parties identified above.

Recitals

WHEREAS, Party A operates certain business operations, client relationships, proprietary processes, referral conduits, or other business assets and desires to transfer, license, or facilitate access to such transom services to Party B on the terms set forth herein; and

WHEREAS, Party B seeks to receive and integrate the transom services described below into its operations and is willing to compensate Party A in accordance with the Payment Terms herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations regarding the scope, payment, confidentiality, term, and governance of the transom engagement.

Scope of Work

Party A shall provide the transom services and deliverables described below. Party A warrants that all services shall be performed in a professional manner consistent with industry standards.

Payment Terms

In consideration for the services provided under this Agreement, Party B shall pay Party A the amounts and on the schedule set forth below. All amounts are payable in lawful currency unless otherwise agreed in writing.

Invoices submitted by Party A are due within the number of days specified above from invoice date. Unpaid amounts shall accrue interest at a rate of (or the maximum permitted by law, if lower), and Party B shall also be responsible for reasonable collection costs and attorneys' fees incurred by Party A in collecting overdue amounts.

Term and Termination

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as provided herein.

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 receipt of written notice specifying the breach. Either party may terminate for convenience upon providing days' prior written notice to the other party. Termination does not relieve either party of accrued payment obligations or other obligations expressly intended to survive termination.

Confidentiality

"Confidential Information" means non-public business, technical, financial, and customer information disclosed by a party (the "Disclosing Party") to the other party (the "Receiving Party"), whether disclosed orally, visually, or in writing. The Receiving Party shall: (a) use Confidential Information solely for performance of this Agreement; (b) restrict disclosure to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein; and (c) exercise at least the same degree of care in protecting Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that: (i) becomes generally available to the public through no fault of 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 or valid order of a court or governmental authority, provided the Receiving Party gives prompt written notice and cooperates with reasonable efforts to obtain a protective order.

Governing Law and 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 law principles. The parties shall attempt in good faith to resolve any dispute arising under this Agreement through negotiation between senior representatives. If the dispute cannot be resolved within thirty (30) days, the parties may pursue any remedies available at law or in equity.

Representations, Warranties and Indemnity

Each party represents and warrants that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder. Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims resulting from the indemnifying party's breach of this Agreement, violation of law, or negligent acts or omissions in connection with performance hereunder, subject to the indemnified party's obligation to mitigate damages.

Entire Agreement; Amendment

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

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above (or such other address as a party may designate by written notice). Notices are effective upon personal delivery, confirmed facsimile, confirmed email transmission, or three (3) days after deposit with a nationally recognized overnight courier.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement to a successor to substantially all of its business to which this Agreement relates. The invalidity or unenforceability of any provision shall not affect the validity or enforceability of any other provision, which shall remain in full force and effect. Headings are for convenience only and shall not affect interpretation.

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