Consultancy Scission Agreement

CONSULTANCY SCISSION AGREEMENT

This Consultancy Scission Agreement (the "Agreement") is made and entered into as of by and between Party A: , having its principal place of business at , and Party B: , having its principal place of business at . Party A and Party B are sometimes referred to herein individually as a "Party" and collectively as the "Parties".

RECITALS

WHEREAS, Party A operates a consultancy business providing professional advisory services and related client engagements and owns certain contracts, client lists, goodwill, intellectual property and service processes;

WHEREAS, Party B desires to assume and continue certain consultancy engagements and related assets and liabilities as set forth in this Agreement, and the Parties desire to effect a scission (corporate or business separation) of specified consultancy activities from Party A to Party B pursuant to the terms and conditions herein;

WHEREAS, the Parties intend by this Agreement to allocate, transfer, assign and assume the assets, contracts, liabilities and personnel associated with the designated consultancy operations on the terms set forth below.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below:

(a) "Scissioned Business" means the specific consultancy services, client engagements, and related assets identified in Schedule A that are to be separated from Party A and transferred to Party B.

(b) "Transferred Assets" means all tangible and intangible assets, including contracts, client lists, work-in-progress, agreed intellectual property rights, goodwill and documentation set forth in Schedule A.

2. EFFECTIVE DATE

The transactions contemplated by this Agreement shall be effective as of the Effective Date specified above, and all rights and obligations set forth herein shall arise on that date.

3. TRANSFER AND ASSIGNMENT

3.1 Transfer of Assets. Subject to the terms and conditions of this Agreement, Party A shall transfer, assign and convey to Party B, and Party B shall accept, all right, title and interest in and to the Transferred Assets described in Schedule A, free and clear of any liens or encumbrances except as expressly disclosed in Schedule A.

3.2 Assignment of Contracts. Party A shall use commercially reasonable efforts to obtain any required consents to assign consultative contracts and client agreements to Party B. To the extent a contract is not assignable without consent, Party A shall instead cause its obligations under such contract to be performed by Party B under an equivalent arrangement as soon as practicable.

4. ALLOCATION OF LIABILITIES AND CONSIDERATION

4.1 Assumed Liabilities. Party B shall assume only those liabilities expressly set forth in Schedule B. All other liabilities of Party A shall remain the responsibility of Party A unless otherwise provided herein.

4.2 Purchase Price and Consideration. In consideration for the Transfers, Party B shall pay to Party A the amount of (the "Consideration"), payable in accordance with the payment schedule set forth in Schedule C.

5. INTELLECTUAL PROPERTY

5.1 Assignment. To the extent included in the Transferred Assets, Party A hereby assigns to Party B all right, title and interest in and to any invention, trade secret, copyright, moral right and other intellectual property created exclusively in connection with the Scissioned Business and described in Schedule A.

5.2 License. To the extent any intellectual property necessary for the continued operation of the Scissioned Business is retained by Party A, Party A grants to Party B a royalty-free, non-exclusive license to use such intellectual property solely in connection with the Scissioned Business, as set forth in Schedule D.

6. EMPLOYEES AND CONTRACTORS

6.1 Transfer of Personnel. The Parties shall cooperate in good faith regarding the transfer or engagement of employees and contractors related to the Scissioned Business. Any transfer shall comply with applicable employment laws and the terms of individual employment contracts.

6.2 Liability. Unless specifically assumed in Schedule B, Party A shall remain responsible for any accrued wages, benefits or liabilities arising prior to the Effective Date.

7. CONFIDENTIALITY

Each Party shall keep confidential all confidential information of the other Party disclosed in connection with the scission, and shall not disclose or use such confidential information except as necessary to perform its obligations under this Agreement or as required by law. Confidentiality obligations shall survive termination of this Agreement for a period of five (5) years.

8. NON-SOLICITATION

For a period of twelve (12) months following the Effective Date, neither Party shall, directly or indirectly, solicit for engagement or hire any client or employee of the other Party in respect of the Scissioned Business, except with the prior written consent of the other Party or pursuant to preexisting contractual obligations.

9. REPRESENTATIONS AND WARRANTIES

9.1 Mutual Representations. Each Party represents and warrants that it has full corporate power and authority to enter into and perform this Agreement and that the execution, delivery and performance will not violate any material agreement, law or order to which it is subject.

9.2 Additional Warranties by Party A. Party A warrants that, to its knowledge, the Transferred Assets are free of undisclosed liens, that all material contracts related to the Scissioned Business are accurately listed in Schedule A, and that Party A has the right to transfer the rights described herein.

10. INDEMNIFICATION

10.1 Indemnification by Party A. Party A shall indemnify, defend and hold harmless Party B from and against any losses, claims, damages or expenses arising out of liabilities not expressly assumed by Party B in Schedule B or arising from acts or omissions of Party A prior to the Effective Date.

10.2 Indemnification by Party B. Party B shall indemnify, defend and hold harmless Party A from and against any losses, claims, damages or expenses arising from the operation of the Scissioned Business after the Effective Date and from any liabilities expressly assumed by Party B.

11. TAX MATTERS

The Parties agree to cooperate in good faith in the preparation and filing of all tax returns and to allocate tax liabilities and benefits arising from the scission in accordance with applicable law and as further set forth in Schedule E. Each Party shall be responsible for its own tax filings unless otherwise agreed in writing.

12. COOPERATION

The Parties shall execute and deliver such further instruments and take such further actions as may be reasonably necessary to carry out the purposes and intent of this Agreement, including the execution of assignments, novations and transition instruments.

13. NOTICES

Notices to Party A:

Notices to Party B:

Notices shall be deemed given when delivered personally, when sent by nationally recognized overnight courier, or three (3) business days after being mailed by certified mail, return receipt requested, to the addresses set forth above or to such other address as a Party may designate by notice to the other.

14. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction specified below, without regard to conflict of law principles.

Governing jurisdiction:

15. MISCELLANEOUS

15.1 Entire Agreement. This Agreement, including all Schedules and Exhibits attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, written or oral, relating to the subject matter of this Agreement.

15.2 Amendments. No amendment or modification of this Agreement shall be effective unless in writing and signed by both Parties.

15.3 Waiver. No waiver by a Party of any breach or default hereunder shall be deemed a waiver of any prior or subsequent breach or default.

15.4 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect to the fullest extent permitted by law.

15.5 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures provided by electronic transmission shall be binding for all purposes.

SCHEDULES AND ATTACHMENTS

The following schedules form an integral part of this Agreement. Complete or attach the schedules as appropriate.

Schedule A — Description of Transferred Assets and Contracts

Schedule B — Assumed Liabilities

Schedule C — Payment Schedule

Schedule D — Intellectual Property and Licensing Details

Schedule E — Tax Allocation

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