Business Wind Document

BUSINESS WIND DOCUMENT

THIS BUSINESS WIND DOCUMENT (the "Agreement") is entered into as of by and between:

WHEREAS

WHEREAS, Client is the owner or operator of the business described as: and desires an orderly wind-down of operations, disposition of assets, and finalization of obligations (the "Wind-Down");

WHEREAS, Service Provider has experience in conducting wind-down activities, including contract termination, asset disposition, employee separation coordination, regulatory filings, and creditor communications, and agrees to perform such services as set forth in this Agreement; and

WHEREAS, the parties wish to set out their respective rights and obligations in connection with the Wind-Down to avoid disruption, loss, and liability to third parties.

1. SCOPE OF WORK

Service Provider shall perform the wind-down services described below. The parties acknowledge that the services may include coordination with contractors, notification and termination of contracts, preparation of disposition schedules, sale or transfer of inventory and fixed assets, payroll and benefits termination coordination, preparation of required filings, and creditor and landlord communications.

2. PAYMENT TERMS

Client shall pay Service Provider for services rendered under this Agreement in accordance with the following terms.

If any undisputed payment is not received within days after the applicable due date, interest shall accrue at (or the maximum rate permitted by law, if lower). Client shall also reimburse Service Provider for reasonable collection costs incurred to recover overdue amounts.

3. TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective date of termination. Either party may terminate for cause 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 nature of the breach.

Upon termination, Service Provider shall provide Client with a final accounting of work completed and all deliverables. Client shall pay for services performed and reimbursable expenses incurred through the effective date of termination, subject to reasonable verification.

4. CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by a party to the other in connection with this Agreement, whether in oral, written, electronic or other form, including financial information, customer lists, employee data, pricing, contractual terms, and operational procedures. The receiving party shall (a) hold Confidential Information in strict confidence, (b) use the Confidential Information solely for the performance of this Agreement, and (c) not disclose Confidential Information to any third party except to its employees, agents or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein.

Confidential obligations survive termination of this Agreement for a period of years, provided that trade secrets and any information entitled to protection under applicable law shall remain protected for as long as required by law.

Confidential Information does not include information that (i) is or becomes generally available to the public through no fault of the receiving party, (ii) is lawfully received from a third party without breach of any obligation of confidentiality, (iii) is independently developed without use of the disclosing party’s Confidential Information, or (iv) is required to be disclosed by operation of law or a validly issued subpoena or order of a court or regulatory agency, provided the receiving party provides prompt notice and reasonable assistance to permit the disclosing party to seek protective relief.

5. INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party, its affiliates and their respective officers, directors and employees from and against any claims, liabilities, losses or expenses (including reasonable attorneys' fees) arising from the indemnifying party's negligence, willful misconduct, or material breach of this Agreement. Except for breaches of confidentiality or indemnification obligations, in no event shall either party be liable for special, incidental, consequential, or punitive damages, and the aggregate liability of either party shall not exceed the total fees paid or payable under this Agreement.

6. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as a party may designate in writing) by certified mail, overnight courier, or hand delivery and shall be effective upon receipt.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict-of-law principles. 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 or relating to this Agreement.

8. ENTIRE AGREEMENT

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

9. MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other, except that a party may assign this Agreement without consent to an affiliate or to a successor by merger or sale of substantially all assets related to the business. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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