Transition Services Agreement

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

TRANSITION SERVICES AGREEMENT

This TRANSITION SERVICES AGREEMENT (this 'Agreement'), effective as of {{effective_date}} (the 'Effective Date'), is made and entered into 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 {{asset_purchase_agreement_name}} dated {{agreement_date}} (the 'Primary Agreement'), pursuant to which Buyer acquired certain assets/shares from Seller (the 'Transaction');

WHEREAS, in connection with the Transaction, Buyer requires certain services from Seller for a transitional period to ensure the smooth operation of the acquired business or assets; and

WHEREAS, Seller is willing to provide such services on the terms and conditions set forth herein.

1. SERVICES

1.1. Service Schedule: Seller agrees to provide, or cause its Affiliates to provide, the services listed in Schedule A (the 'Services') to Buyer during the Service Term (as defined below).

1.2. Scope and Standard of Services: The Services shall be provided in a manner consistent with the services provided by Seller prior to the Effective Date, utilizing personnel, equipment, and facilities substantially similar to those used by Seller immediately prior to the Transaction. Seller shall use commercially reasonable efforts to perform the Services in a timely and professional manner.

1.3. Service Coordinators: Each party shall appoint a service coordinator to serve as the primary contact for all matters relating to this Agreement.

Seller's Service Coordinator: {{seller_coordinator_name}}, {{seller_coordinator_title}}

Buyer's Service Coordinator: {{buyer_coordinator_name}}, {{buyer_coordinator_title}}

2. SERVICE TERM

2.1. Duration: The term for each Service shall commence on the Effective Date and shall continue for the period specified in Schedule A (the 'Service Term'), unless earlier terminated in accordance with this Agreement.

2.2. Extension of Service Term: Buyer may request an extension of the Service Term for any Service by providing written notice to Seller at least {{notice_period_days}} days prior to the expiration of the original Service Term. Any such extension shall be subject to mutual agreement of the parties in writing and may be subject to revised pricing.

3. FEES AND PAYMENT

3.1. Service Fees: Buyer shall pay Seller the fees for the Services as set forth in Schedule A (the 'Service Fees'). The Service Fees are exclusive of any applicable taxes.

3.2. Invoicing and Payment: Seller shall invoice Buyer monthly in arrears for the Service Fees incurred during the preceding month. Invoices shall be payable by Buyer within {{payment_due_days}} days of receipt.

3.3. Taxes: Buyer shall be responsible for all sales, use, value-added, and similar taxes, if any, imposed on the Services, excluding taxes based on Seller's net income.

4. TERMINATION

4.1. Termination for Convenience: Buyer may terminate any Service, or this Agreement in its entirety, for convenience upon {{termination_notice_days}} days' prior written notice to Seller.

4.2. Termination for Breach: Either party may terminate this Agreement immediately upon written notice to the other party if the other party materially breaches any provision of this Agreement and fails to cure such breach within {{cure_period_days}} days after receiving written notice thereof.

5. CONFIDENTIALITY

5.1. Confidential Information: Each party acknowledges that, in the course of performing its obligations under this Agreement, it may obtain confidential and proprietary information concerning the business, operations, and products of the other party ('Confidential Information').

5.2. Obligations: Each party agrees to maintain the confidentiality of the other party's Confidential Information and not to disclose such Confidential Information to any third party or use it for any purpose other than as necessary to perform its obligations hereunder.

6. LIMITATION OF LIABILITY

6.1. Exclusions: EXCEPT FOR CLAIMS ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST REVENUES, OR LOSS OF BUSINESS OPPORTUNITY) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6.2. Cap on Liability: SUBJECT TO SECTION 6.1, EACH PARTY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT FOR ALL CLAIMS, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY BUYER TO SELLER UNDER THIS AGREEMENT DURING THE {{liability_cap_period}} PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AROSE.

7. GOVERNING LAW AND DISPUTE RESOLUTION

7.1. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of {{governing_law_country}}, without regard to its conflict of laws principles.

7.2. Dispute Resolution: Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be resolved through good faith negotiations between the parties. If the parties are unable to resolve the dispute amicably within {{negotiation_period_days}} days, either party may refer the dispute to mediation in {{mediation_location}}. If mediation is unsuccessful, the dispute shall be submitted to arbitration in {{arbitration_location}} in accordance with the rules of {{arbitration_institution}}.

8. MISCELLANEOUS

8.1. 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, understandings, negotiations, and discussions, whether oral or written.

8.2. Amendments: No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

8.3. Assignment: Neither party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other party.

8.4. Notices: All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by reputable overnight courier (with tracking), or sent by email (with confirmation of receipt).

Seller's Notice Address: {{seller_notice_address}}

Buyer's Notice Address: {{buyer_notice_address}}

8.5. Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

SIGNATURE BLOCK

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

SELLER:

{{seller_company_name}}

By: ___________________________

Name: {{seller_signatory_name}}

Title: {{seller_signatory_title}}

BUYER:

{{buyer_company_name}}

By: ___________________________

Name: {{buyer_signatory_name}}

Title: {{buyer_signatory_title}}

SCHEDULE A: SERVICES AND FEES

(Attached Separately)