Business TSA Agreement

BUSINESS TRANSITION SERVICES AGREEMENT

This Business Transition Services Agreement (the Agreement) is entered into as of by and between Service Provider Name: and Recipient Name: .

WHEREAS

WHEREAS, Service Provider currently provides certain operational, administrative, information technology and other transitional services in connection with the divestiture, sale or reorganization described as:

WHEREAS, Recipient requires transitional assistance to effect an orderly transfer of the business and related operations, and Service Provider has agreed to provide such services on the terms set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the parties agree as follows:

SCOPE OF WORK

1. Services. Service Provider shall provide transition services as reasonably necessary to support Recipient and to facilitate the orderly transition of specified functions (the Services). The Services shall include, without limitation, those activities described below and in any detailed statement of work executed by the parties pursuant to Section 2.

2. Additional Statements of Work. The parties may execute written statements of work that reference this Agreement and set forth specific services, performance standards, schedules and acceptance criteria. Such statements of work shall be incorporated into and governed by this Agreement.

PAYMENT TERMS

3. Invoices shall be submitted in accordance with the Billing Schedule. Unless otherwise agreed, Recipient shall pay undisputed amounts within days of receipt of invoice.

4. Late Payment. Any undisputed amount not paid when due shall accrue interest at the rate of % per month (or the maximum rate permitted by applicable law, if lower). In addition, Recipient shall reimburse Service Provider for reasonable costs of collection, including attorneys' fees.

5. Expenses and Taxes. Recipient shall reimburse reasonable, pre-approved out-of-pocket expenses incurred by Service Provider in connection with the Services. All fees and reimbursements are exclusive of taxes; Recipient shall pay applicable sales, use, or similar taxes, excluding taxes based on Service Provider's net income.

TERM AND TERMINATION

6. Term. The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

7. Termination for Convenience. Either party may terminate this Agreement for convenience upon days' prior written notice to the other party.

8. Termination for Cause. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to termination.

CONFIDENTIALITY

9. Definition. "Confidential Information" means information disclosed by either party to the other 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, including business plans, customer lists, pricing, software, technical data and personnel information.

10. Non‑Disclosure and Use. Each party shall: (a) hold 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, agents or contractors who have a need to know and are bound by confidentiality obligations; and (c) use Confidential Information solely to perform obligations under this Agreement.

11. Exclusions. Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed without access to Confidential Information; or (d) is required to be disclosed by law, provided the disclosing party gives prompt notice and cooperates in any protective proceedings.

12. Return or Destruction. Upon termination or written request, receiving party shall return or destroy Confidential Information and certify in writing the return or destruction of all such materials, except that receiving party may retain one archival copy as required for compliance and recordkeeping.

LIMITATION OF LIABILITY; INDEMNIFICATION

13. Indemnification. Each party shall indemnify and hold harmless the other party from third‑party claims arising out of the indemnifying party's gross negligence or willful misconduct in performance of the Services, subject to the indemnified party providing prompt written notice of claim and reasonable cooperation in the defense.

14. Limitation of Liability. Except for liability arising from willful misconduct, fraud, or a party's obligations under Section 10 (Confidentiality), neither party shall be liable to the other for consequential, incidental, special, punitive or indirect damages. The aggregate liability of either party for any claim arising out of this Agreement shall not exceed the total fees paid or payable by Recipient to Service Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

NOTICE

15. Notices shall be in writing and delivered by personal delivery, nationally recognized overnight courier, certified mail (return receipt requested), or email where delivery is acknowledged, to the addresses set forth above (or such other address as a party may designate by notice).

GOVERNING LAW; DISPUTE RESOLUTION

16. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of without giving effect to principles of conflicts of law.

17. Disputes. The parties shall attempt in good faith to resolve any dispute arising out of this Agreement through negotiation between senior representatives. If the dispute is not resolved within thirty (30) days, either party may pursue any available remedy at law or in equity.

MISCELLANEOUS

18. Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a sale of substantially all of its business or assets to which this Agreement relates.

19. Relationship of the Parties. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship.

ENTIRE AGREEMENT

20. This Agreement, together with any statements of work and other documents expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and representations, whether written or oral. No amendment to this Agreement shall be effective unless in writing and signed by both parties.

SIGNATURES

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