Client Transfer Notification Letter

Client Transfer Notification Letter

Date:

Parties

Client Name:

Client Account Number:

Transferor (Current Provider):

Transferee (Receiving Provider):

Recitals

WHEREAS, Transferor currently provides services to the Client under existing agreements and maintains related client records, accounts and work-in-progress; and

WHEREAS, Transferor has agreed to transfer responsibility for the Client and associated accounts to Transferee effective as set forth herein, and Transferee is willing to accept such transfer subject to the terms and conditions in this Notice; and

WHEREAS, the parties wish to document the scope of the transfer, payment for transition services, and the respective obligations of Transferor and Transferee.

Effective Transfer Details

Effective Transfer Date:

Specific assets, accounts or services to be transferred:

Scope of Transfer Services

Payment Terms

Transition Payment Amount:

Late Payment Fee:

Payment shall be made in immediately available funds to the account designated in writing by the receiving party. Any disputed amounts shall be raised in writing within fifteen (15) days of invoice; undisputed amounts remain payable as invoiced.

Term and Termination

Transfer Commencement Date:

Transfer Completion Date (if applicable):

Either party may terminate further transfer activities for material breach of this Notice by the other party if such breach remains uncured thirty (30) days after written notice. Termination does not relieve the terminating party of obligations accrued prior to termination.

Notice Period for Non-Completion: days.

Confidentiality

Each party acknowledges that, in connection with the transfer, it may receive Confidential Information of the other party or of the Client. "Confidential Information" means non-public information disclosed in any form that is marked confidential or that a reasonable party would understand to be confidential given the nature of the information and circumstances of disclosure. Each party shall (i) use Confidential Information solely for the purpose of effecting the transfer and performing obligations under this Notice; (ii) restrict disclosure to employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (iii) take commercially reasonable measures to prevent unauthorized disclosure. Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of the receiving party; (b) was lawfully in the receiving party's possession prior to disclosure; or (c) is required to be disclosed by law, provided the receiving party gives prompt written notice and cooperates with reasonable efforts to limit disclosure.

Notices

Notices under this Notice shall be in writing and effective upon delivery when sent by certified mail, nationally recognized overnight courier, or by hand to the addresses set forth above or to such other address as a party designates by written notice to the other parties.

Governing Law; Entire Agreement

Governing Law: This Notice shall be governed by and construed in accordance with the laws of the state specified by the parties below without regard to conflict-of-law rules. The parties expressly submit to the jurisdiction of the state and federal courts located in that state for the resolution of disputes arising under this Notice.

Entire Agreement: This Notice (including any schedules or attachments executed by the parties) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral, relating to the transfer described herein. No amendment or waiver shall be effective except by a written instrument signed by the party against whom enforcement is sought.

Acceptance

By signing below, each party acknowledges that it has read, understands and agrees to be bound by the terms of this Client Transfer Notification Letter and authorizes the actions necessary to effect the transfer described herein.

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