Transitional Business Agreement

TRANSITIONAL BUSINESS AGREEMENT

This Transitional Business Agreement ("Agreement") is entered into by and between Client Name: and Service Provider Name: effective as of Effective Date: .

WHEREAS

WHEREAS, the Client requires transitional business services to maintain continuity of operations during a specified transition period and has engaged the Service Provider to perform such services on the terms set forth in this Agreement; and

WHEREAS, the Service Provider represents that it has the experience, personnel, and resources necessary to perform the transitional services described below and will perform such services as an independent contractor in accordance with this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. SCOPE OF WORK

2. PAYMENT TERMS

Compensation: The Client shall pay the Service Provider a total fee of USD for the transitional services described above, subject to the payment schedule below.

Deposit (if any): Client will pay a deposit of USD due upon execution of this Agreement.

Payment Terms: Unless otherwise agreed in writing, all undisputed invoices are due within days of invoice date. Overdue amounts shall accrue interest at the rate of % per month (or the maximum rate permitted by law), from the due date until paid.

3. TERM AND TERMINATION

Term: This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided below.

4. CONFIDENTIALITY

Definition: "Confidential Information" means all non-public information disclosed by either party in connection with this Agreement, whether oral, written, electronic, or visual, including business plans, customer lists, pricing, financial data, technical specifications, and transition-related materials.

Obligations: Each party shall (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except to employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) use Confidential Information solely to perform obligations under this Agreement. These obligations shall survive termination of this Agreement for a period of years.

Exclusions: Confidential Information does not include information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the receiving party without reference to the Confidential Information; or (iv) is required to be disclosed by law, provided the disclosing party is given prompt written notice and reasonable cooperation to seek protective measures.

5. REPRESENTATIONS, WARRANTIES, AND INDEMNITY

Each party represents and warrants that it has the authority to enter into this Agreement. The Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. Except as expressly stated in this Agreement, all warranties are disclaimed to the fullest extent permitted by law.

6. INSURANCE AND SUBCONTRACTING

Insurance: The Service Provider shall maintain commercial general liability and professional liability insurance in amounts reasonable for the services provided and shall provide certificates of insurance upon reasonable request.

Subcontracting: Service Provider may not subcontract material portions of the services without the Client’s prior written consent. Service Provider remains fully responsible for performance of subcontracted obligations.

7. GOVERNING LAW AND DISPUTE RESOLUTION

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

Dispute Resolution: The parties shall attempt in good faith to resolve disputes arising under this Agreement through negotiation between senior representatives. If unresolved within 30 days, either party may pursue mediation or other available remedies consistent with the governing law.

8. ENTIRE AGREEMENT; AMENDMENT

Entire Agreement: This Agreement, including all exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral.

Amendment: Any modification or amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

9. MISCELLANEOUS

Relationship of Parties: The parties agree that the Service Provider is an independent contractor and not an employee, agent, or partner of the Client. Nothing in this Agreement creates a joint venture or partnership.

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