Transition Center Document

Transition Center Agreement

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

WHEREAS

WHEREAS, Provider operates a Transition Center that specializes in planning, coordinating, and executing operational and personnel transitions, including but not limited to facility onboarding, offboarding, knowledge transfer, and continuity planning; and

WHEREAS, Client seeks to engage Provider to perform transition services described herein in connection with Client's organizational change, transfer of operations, or other transition objectives; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows.

1. Scope of Work

Provider will deliver transition services as detailed in the project plan and any attachments. Services shall include planning, project management, site coordination, knowledge transfer, resource allocation, status reporting, and final acceptance support. Deliverables, milestones, and acceptance criteria are as follows:

2. Payment Terms

Client shall pay Provider the fees set forth below in consideration for the performance of the Services. All fees are payable in U.S. dollars unless otherwise stated.

Provider shall submit invoices to Client in accordance with the Payment Schedule. Client shall pay undisputed portions of invoices in full by the invoice due date. Disputes must be asserted in writing within ten (10) business days of receipt; undisputed amounts remain payable. Taxes, if any, are the responsibility of the party required by law to remit such taxes unless otherwise agreed in writing.

3. Term and Termination

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice delivered 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 days after receipt of written notice describing the breach. Upon termination, Client shall pay Provider for all Services performed and non-cancelable obligations incurred through the effective date of termination.

4. Confidentiality

Each party (Receiving Party) shall maintain in confidence all proprietary, technical, financial, and business information disclosed by the other party (Disclosing Party) that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Receiving Party shall not disclose Confidential Information to third parties except to its employees, agents, or subcontractors who have a need to know and who are bound to confidentiality obligations at least as protective as those in this Agreement.

Confidentiality obligations shall survive termination or expiration of this Agreement for a period of years, except with respect to trade secrets, for which protection shall continue for as long as the information qualifies as a trade secret under applicable law. Confidential Information shall not include information that is (a) publicly known without breach, (b) rightfully received from a third party without restriction, (c) independently developed by Receiving Party without use of Disclosing Party’s Confidential Information, or (d) required to be disclosed by law (provided Disclosing Party is given prompt notice and opportunity to seek protective measures).

5. Insurance; Indemnification; Limitation of Liability

Provider shall maintain commercially reasonable insurance coverage for the Services. Provider shall indemnify and hold Client harmless from third-party claims arising from Provider's negligent performance of services, except to the extent caused by Client's negligence or willful misconduct. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM, EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS.

6. Notices

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth below (or such other address as a party may designate by notice). Notices shall be deemed given upon delivery by hand, upon confirmed receipt by courier, or three (3) business days after deposit with the national postal service.

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 laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes.

8. Entire Agreement; Amendments

This Agreement, together with any attachments, exhibits, and mutually executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

9. Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except to an acquirer of substantially all of its assets or equity. The parties are independent contractors and nothing in this Agreement creates an agency, partnership, or employment relationship.

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