Transitional Rules Agreement

TRANSITIONAL RULES AGREEMENT

This Transitional Rules Agreement (the "Agreement") is made and entered into as of , by and between Party A: , organized as , with principal place of business at ; and Party B: , organized as , with principal place of business at .

RECITALS

WHEREAS, Party A and Party B have engaged in a preexisting business relationship pursuant to certain agreements and practices, and the parties desire in good faith to establish interim rules and processes to govern the orderly transition of responsibilities, data, and operations between them; and

WHEREAS, the parties wish to set forth binding transitional rules during a defined transition period to avoid disruption to operations, to protect confidential information and customer data, and to allocate responsibilities, costs and liabilities arising during the transition; and

WHEREAS, the parties intend that the transitional rules set forth herein be enforceable and supersede any conflicting informal practices for the duration specified herein.

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

1.1 "Transition" means the processes, activities and transfer of obligations identified in Section 2 required to effectuate the change of responsibility between the parties.

1.2 "Confidential Information" means nonpublic information, in any form, disclosed by one party to the other in connection with the Transition, including customer data, pricing, trade secrets, and operational procedures, but excluding information that is or becomes publicly available other than through a breach of this Agreement.

2. SCOPE AND TRANSITIONAL RULES

2.1 Scope. The Transition shall include the activities set forth in the Transition Schedule attached hereto or described in the following summary:

2.2 Rules. During the Transition the parties shall: (a) follow the written transition procedures mutually approved in advance; (b) maintain records sufficient to demonstrate compliance with transition obligations; (c) ensure continuity of services to third parties; and (d) promptly notify the other party in writing of any material event that may materially impair the Transition.

3. DURATION; TERMINATION

3.1 Term. This Agreement shall commence on the Effective Date set forth above and shall continue in full force for a period of unless earlier terminated in accordance with this Section.

3.2 Termination for Cause. Either party may terminate this Agreement upon written notice if the other party materially breaches any provision and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

4. ROLES AND RESPONSIBILITIES

4.1 Each party shall allocate personnel, equipment and other resources as reasonably necessary to perform its obligations. Neither party shall subcontract material responsibilities without prior written consent of the other party, which consent shall not be unreasonably withheld.

5. CONFIDENTIALITY AND DATA PROTECTION

5.1 Each party shall use Confidential Information only for the purposes of performing under this Agreement and shall implement and maintain reasonable administrative, physical and technical safeguards to protect Confidential Information from unauthorized access, use or disclosure.

5.2 Data Return or Destruction. Upon expiration or termination of this Agreement, the receiving party shall, at the disclosing party's election, return or securely destroy all Confidential Information and certify in writing that such return or destruction has been completed, except to the extent retention is required by applicable law, subject to the receiving party's obligation to continue to protect such information.

6. INTELLECTUAL PROPERTY

6.1 Except as expressly provided in this Agreement, each party retains all right, title and interest in and to its preexisting intellectual property. Any materials or deliverables created specifically in connection with the Transition shall be owned as follows:

6.2 Each party grants the other a limited, nonexclusive, royalty-free license to use preexisting materials to the extent necessary to perform Transition obligations; such license shall terminate on expiration or termination of this Agreement unless otherwise agreed in writing.

7. COMPLIANCE WITH LAWS

Each party shall perform its obligations in compliance with all applicable laws, rules and regulations. Each party shall obtain and maintain all permits and authorizations necessary for the lawful performance of its obligations under this Agreement.

8. INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Indemnification. Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party and its affiliates, officers, directors and employees (the "Indemnified Parties") from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from the Indemnifying Party's breach of this Agreement, negligence, willful misconduct, or violation of applicable law in performing its obligations hereunder.

8.2 Limitation of Liability. Except for liability arising from a party's gross negligence, willful misconduct, or breach of Section 5 (Confidentiality), neither party shall be liable for consequential, incidental, special or punitive damages, and each party's aggregate liability arising out of or related to this Agreement shall not exceed the total fees actually paid or payable by Party B to Party A in the twelve (12) months preceding the claim, or , if specified.

9. INSURANCE

Each party shall maintain insurance coverage appropriate to its obligations under this Agreement, including commercial general liability and professional liability insurance where applicable, in amounts customary for similarly situated entities. Upon request, a party shall provide evidence of such insurance to the other party.

10. NOTICES

All notices and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the address specified below (or such other address as either party may designate by notice in accordance with this Section).

11. AMENDMENT; WAIVER; COUNTERPARTS

11.1 Amendment. This Agreement may be amended or modified only by a written instrument signed by duly authorized representatives of both parties.

11.2 Waiver. No waiver of any right or remedy under this Agreement shall be effective unless in writing and signed by the party granting the waiver. No failure or delay in exercising any right shall operate as a waiver.

11.3 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 delivered by electronic means shall be deemed original signatures.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction selected by the parties: , without regard to principles of conflicts of law.

12.2 Entire Agreement. This Agreement, together with any exhibits or transition schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements and understandings.

12.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith to replace the unenforceable provision with a valid provision that most nearly effects the parties' original intent.

13. MISCELLANEOUS PROVISIONS

13.1 Assignment. Neither party may assign or transfer this Agreement or any rights hereunder without the prior written consent of the other party, except to an affiliate or in connection with a merger, acquisition or sale of substantially all assets, provided that the assignee assumes all obligations hereunder.

13.2 Further Assurances. Each party shall execute and deliver such further documents and take such further actions as may be reasonably necessary to carry out the purposes and intent of this Agreement.

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