Business TSA Document

BUSINESS TRANSITION SERVICES AGREEMENT (TSA)

This Transition Services Agreement ("Agreement") is entered into as of Effective Date: by and between:

Corporation LLC Partnership Individual

Corporation LLC Partnership Individual

RECITALS

WHEREAS, Provider and Recipient are parties to certain transaction documents under which Recipient will acquire or be assigned specified assets and businesses from Provider or Provider’s affiliate (the "Transaction"); and

WHEREAS, in connection with the Transaction, Recipient requires certain transition services to be provided by Provider to ensure orderly continuity of operations; and

WHEREAS, Provider is willing to provide such services to Recipient on the terms and conditions set forth in this Agreement.

1. SCOPE OF SERVICES

1.1 Services. Provider shall provide the transition services described below and in any statement(s) of work agreed in writing by the parties (collectively, the "Services"). Provider will perform the Services in a professional manner consistent with industry standards.

1.2 Changes. Any material change to the scope, service levels, staffing or locations shall require a written amendment signed by both parties, which shall set forth any adjustment to fees, schedule or other terms.

2. PAYMENT TERMS

2.1 Fees. In consideration for the Services, Recipient shall pay Provider the amounts set forth below and in any applicable statement of work. Unless otherwise agreed, all fees are exclusive of applicable taxes and duties.

2.2 Invoicing. Provider will submit invoices in accordance with the payment schedule. Recipient shall pay undisputed amounts within the payment terms. Disputed items shall be resolved promptly and the undisputed portion paid when due.

2.3 Taxes and Withholding. All fees are exclusive of taxes. Recipient shall withhold and remit any taxes required by applicable law and provide documentation of withholding upon request.

3. TERM AND TERMINATION

3.1 Term. The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

3.2 Termination for Convenience. Either party may terminate this Agreement for convenience upon written notice to the other party given at least Notice Period (days):

3.3 Termination for Cause. Either party may terminate immediately upon written notice 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.

3.4 Effect of Termination. Upon termination or expiration, Provider shall cooperate to effect an orderly transition of Services and deliver to Recipient all work product generated through the date of termination. Recipient shall pay Provider for all Services performed through the effective date of termination and any reasonable wind-down costs supported by documentation.

4. CONFIDENTIALITY

4.1 Definition. "Confidential Information" means non-public business, technical and financial information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") in connection with this Agreement, whether disclosed orally or in writing, that is designated as confidential or would reasonably be understood to be confidential.

4.2 Obligations. The Receiving Party shall (i) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information, (ii) use Confidential Information solely to perform its obligations under this Agreement, and (iii) not disclose Confidential Information to any third party except to its employees, affiliates or contractors who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein.

4.3 Exceptions. Confidential Information does not include information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was known by the Receiving Party prior to disclosure without obligation of confidentiality; (c) is rightfully obtained from a third party without restriction; or (d) is independently developed without reference to the Disclosing Party's Confidential Information.

5. INSURANCE, INDEMNITY AND LIABILITY

5.1 Insurance. Provider shall maintain insurance customary for the Services being provided, including general liability and workers' compensation as required by applicable law. Upon request, Provider will provide evidence of insurance reasonably acceptable to Recipient.

5.2 Indemnity. Each party shall indemnify and hold harmless the other party from third-party claims arising out of its gross negligence or willful misconduct in performing its obligations under this Agreement.

5.3 Limitation of Liability. Except for liability arising from intentional misconduct, gross negligence, or a party’s breach of its confidentiality obligations, neither party shall be liable for consequential, incidental, special or punitive damages. The aggregate liability of either party for any claim arising under this Agreement shall not exceed the total amounts paid or payable to Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

6. 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 laws principles.

7. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all statements of work and exhibits 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 and communications. No amendment or waiver shall be effective unless made in writing and signed by authorized representatives of both parties.

8. MISCELLANEOUS

8.1 Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, sale of substantially all assets or similar transaction.

8.2 Notices. All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or to such other address as a party may specify by notice in accordance with this Section.

8.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

8.4 Survival. Sections covering payment, confidentiality, indemnity, limitation of liability, governing law, and survival shall survive termination or expiration of this Agreement.

SIGNATURES

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