Transition Services Agreement

{{company_name}}

{{company_address}}

Phone: {{phone}} | Email: {{email}} | Web: {{website}}

Transition Services Agreement

Transition Services Agreement

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

TRANSITION SERVICES AGREEMENT

This Transition Services Agreement ('Agreement') is made and entered into as of {{effective_date}} ('Effective Date'), by and between {{seller_company_name}}, a company duly incorporated under the laws of {{seller_jurisdiction}} with its principal place of business at {{seller_address}} ('Seller'), and {{buyer_company_name}}, a company duly incorporated under the laws of {{buyer_jurisdiction}} with its principal place of business at {{buyer_address}} ('Buyer').

WHEREAS, Seller and Buyer have entered into a Sale and Purchase Agreement dated {{sale_purchase_agreement_date}} (the 'SPA') concerning the sale by Seller to Buyer of {{description_of_assets_or_business}} (the 'Acquired Business');

WHEREAS, in connection with the SPA, Buyer desires to retain Seller to provide, and Seller desires to provide to Buyer, certain transitional services to assist Buyer in the smooth transition and integration of the Acquired Business following the closing of the SPA (the 'Closing');

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. TRANSITION SERVICES

1.1 Services. Seller shall provide, or cause to be provided, to Buyer the services set forth in Schedule A (the 'Transition Services'). The Transition Services shall be provided in a manner consistent with the services provided by Seller to the Acquired Business prior to the Closing, and in accordance with generally accepted industry standards.

1.2 Term of Services. Each Transition Service shall commence on the Effective Date and shall continue for the period specified for such service in Schedule A, unless earlier terminated in accordance with the terms of this Agreement (the 'Service Term').

2. SERVICE FEES

2.1 Fees. In consideration for the Transition Services, Buyer shall pay Seller the fees set forth in Schedule B (the 'Service Fees').

2.2 Invoicing and Payment. Seller shall invoice Buyer monthly in arrears for the Service Fees incurred during the preceding month. Buyer shall pay undisputed invoices within {{payment_days}} days of receipt.

3. PERSONNEL

Seller shall designate qualified personnel to perform the Transition Services. Such personnel shall remain employees or contractors of Seller and shall not be deemed employees or contractors of Buyer for any purpose whatsoever.

4. COOPERATION

Buyer shall cooperate with Seller in all reasonable respects to facilitate the provision of the Transition Services, including providing access to relevant information, facilities, and personnel as reasonably required by Seller.

5. LIMITATION OF LIABILITY

Seller's aggregate liability to Buyer arising out of or in connection with this Agreement, whether in contract, tort (including negligence), or otherwise, shall not exceed the total Service Fees paid or payable by Buyer to Seller under this Agreement. Notwithstanding the foregoing, Seller shall not be liable for any indirect, incidental, special, punitive, or consequential damages.

6. INDEMNIFICATION

Buyer shall indemnify, defend, and hold harmless Seller, its affiliates, and their respective officers, directors, employees, and agents from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with Buyer's use of the Transition Services or Buyer's breach of this Agreement.

7. CONFIDENTIALITY

Each party acknowledges that it may have access to confidential and proprietary information of the other party. Each party agrees to maintain the confidentiality of such information and not to disclose it to any third party or use it for any purpose other than as necessary to perform its obligations under this Agreement.

8. TERMINATION

8.1 Termination for Convenience. Buyer may terminate any Transition Service upon {{buyer_notice_days}} days' prior written notice to Seller.

8.2 Termination for Cause. Either party may terminate this Agreement or any Transition Service if the other party materially breaches any of its obligations hereunder and fails to cure such breach within {{cure_period_days}} days after receipt of written notice thereof.

9. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of {{governing_law_jurisdiction}}. Any dispute arising out of or in connection with this Agreement shall be submitted to binding arbitration in {{arbitration_location}} in accordance with the rules of {{arbitration_institution}}.

10. ENTIRE AGREEMENT

This Agreement, together with the Schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, both written and oral.

SIGNATURES

IN WITNESS WHEREOF, the parties hereto have executed this Transition Services Agreement as of the Effective Date.

For Seller:

_____________________________

Name: {{seller_signer_name}}

Title: {{seller_signer_title}}

For Buyer:

_____________________________

Name: {{buyer_signer_name}}

Title: {{buyer_signer_title}}