Transition Agreement

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									This document is a Transition Agreement. A transition agreement is a general contract
that can be used for any service industry. This contract is used when a service
providing company is providing a certain service to another party, and that service is
going to change or discontinue at some time in the future. The agreement states that
the providing company will help the other party through the transition period.
                           TRANSITION AGREEMENT



This Transition Agreement ("Agreement") is effective as of the __________ (“Effective Date”)
and made by and between : _______________ (“Company”) and ___________________
(“Provider”).

RECITALS

1.    Provider is in the business of providing services such as, but not limited to
_____________________________________________________________________.
[Comment: insert description of services]

2.     Provider and Company are parties to a certain Contractor Agreement (“Original
Agreement”) pursuant to which Provider provides services such as _____________________
(“Services”). Pursuant to a change in control event within Provider’s organization, [Comment:
include any other reasons for transition] Provider shall suspend the provision of Services on
______________ (“Suspension Date”).

3.      The parties agree that Company shall require Provider to continue to provide to Company
certain Services after the Suspension Date that Provider had been providing to Company before
the Suspension Date, in order to support the transition of Company 's business with minimal
disruption.


NOW, THEREFORE, in consideration of the conditions and covenants contained in this
Agreement, the parties agree as follows:

1.     Provision of Services.

Provider shall provide to Company all services and resources that Provider had been providing to
Company under the Original Agreement during the ________ [six (6)] month period before the
Effective Date other than those services set forth in Schedule A. The services to be provided
hereunder include, but are not limited to, those services and resources that may be specified in
Statements of Work to be attached from time to time to this Agreement executed by the
authorized representative of Provider and of Company (the "Services"). Provider jointly and
severally represent and warrant to Company that Provider shall provide the Services to Company
in a manner substantially consistent with the provision of such services during the __________
[six (6)] months prior to the Effective Date.

Any amendments and additions to such Statements of Work shall be made in the form of the
‘Sample Change of Statement of Work Form’ and shall become effective when executed by an
authorized representative of Provider and of Company. Provider shall jointly authorize a single
representative for this purpose, and Company shall also jointly authorize a single representative
for this purpose.
The terms and conditions of this Agreement shall be deemed incorporated into each Statement of
Work, unless otherwise expressly indicated in such Statement of Work.

2. Statements of Work.

Each Statement of Work shall be substantially in the format of Schedule A hereto

 Unless otherwise specified in a Statement of Work, Company and Provider shall each name one
"Project Manager" who shall be responsible for managing the performance of those parties under
the Statement of Work and for all necessary coordination with the other party with respect to the
Services identified in such Statement of Work. Each party shall advise the other in writing of any
change to its Project Manager.

3. Effect of Providing Services.

Company shall remain responsible for, and shall have the final authority to make, all decisions
regarding the business and other operations of Company. The parties shall consult with each
other regarding any significant changes to the Services required to accommodate any changes
made by Company to their business or other operations.

4. Payment.

Unless otherwise agreed, Company shall pay Provider in the manner set forth in Schedule C
attached hereto.

5. Representations and Warranties.

Each party represents and warrants that:

         A. it has full corporate power and authority to enter into this Agreement and perform its
         obligations under this Agreement; and

         B. the execution and delivery of this Agreement shall not conflict with or result in the
         breach of any agreement or other legal obligation to which that party is subject.

6. Limitation on Liability.

         A. Except for the representation contained in Section 1 and 5 all Services will be
         provided without representation or warranty of any kind and Provider shall not have any
         liability to Company arising out of or relating to the provision of the Services except for
         any liability arising from a breach representation in Section 1 or from the gross
         negligence or wilful misconduct of Provider. THE LIMITED WARRANTIES SET
         FORTH ABOVE ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER
         WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, STATUTORY OR
         OTHERWISE WITH RESPECT TO THE SERVICES OR PRODUCTS PROVIDED
         UNDER THIS AGREEMENT, THE PERFORMANCE OF MATERIALS OR
         PROCESSES DEVELOPED OR PROVIDED UNDER THIS AGREEMENT, OR AS
         TO THE RESULTS WHICH MAY BE OBTAINED THEREFROM, AND ALL


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         IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABLITY, FITNESS
         FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT.

         B. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO
         EVENT SHALL ANY PARTY, ITS SUBSIDIARIES, AFFILIATES OR THEIR
         RESPECTIVE PROVIDER BE LIABLE FOR ANY INCIDENTAL,
         CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES
         (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, BUSINESS
         INTERRUPTION, LOSS OF BUSINESS INFORMATION OR OTHER PECUNIARY
         LOST) REGARDLESS OF WHETHER SUCH LIAIBILITY IS BASED ON BREACH
         OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY,
         BREACH OF WARRANTIES, FAILURE OF ESSENTIAL PURPOSE OR
         OTHERWISE AND EVEN IF ADVISED OF THE POSSIBLITY OF SUCH
         DAMAGES.

7. Confidentiality.
         A. Provider acknowledges that his relationship with Company is one of high trust and confidence and that
         in the course of his service to Company it will have access to and contact with Confidential Information.
         Provider agrees that he will not, during the term of this Agreement or at any time thereafter for ___ years,
         disclose to others, or use for his benefit or the benefit of others, any Confidential Information or Invention.
         B. For purposes of this Agreement, Confidential Information shall mean, by way of illustration and not
         limitation, all information (whether or not patentable and whether or not copyrightable) owned, possessed
         or used by Company , including, without limitation, any invention, formula, Provider information,
         customer information, apparatus, equipment, trade secret, process, research, report, technical data, know-
         how, computer program, software, software documentation, hardware design, technology, marketing or
         business plan, forecast, unpublished financial statement, budget, license, price, cost and employee list that
         is communicated to, learned of, developed or otherwise acquired by Provider in the course of his service as
         a Provider to Company .
         C. The Provider’s obligations under this Section shall not apply to any information that (i) is or becomes
         known to the general public under circumstances involving no breach by Provider or others of the terms of
         this Section (ii) is generally disclosed to third parties by Company without restriction on such third parties,
         or (iii) is approved for release by written authorization of an officer of Company.
         D. Upon termination of this Agreement or at any other time upon request by Company, Provider shall
         promptly deliver to Company all records, files, memoranda, notes, designs, data, reports, price lists,
         customer lists, drawings, plans, computer programs, software, software documentation, sketches, laboratory
         and research notebooks and other documents (and all copies or reproductions of such materials) relating to
         the business of Company.
         E. Provider acknowledges that Company from time to time may have agreements with other persons or
         with the United States Government, or agencies thereof, that impose obligations or restrictions on
         Company regarding inventions made during the course of work under such agreements or regarding the
         confidential nature of such work. Provider agrees to be bound by all such obligations and restrictions that
         are known to him and to take all action necessary to discharge the obligations of Company under such
         agreements.
         F. Provider acknowledges that any breach of the provisions of this Section 7 shall result in serious and
         irreparable injury to Company for which Company cannot be adequately compensated by monetary
         damages alone. Provider agrees, therefore, that, in addition to any other remedy it may have, Company
         shall be entitled to enforce the specific performance of this Agreement by Provider and to seek both
         temporary and permanent injunctive relief (to the extent permitted by law) without the necessity of proving
         actual damages.

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8. Termination. Unless otherwise agreed by the parties in writing, this Agreement shall
automatically terminate on the earliest of:
         A. any cancellation of any ‘change of control event or the suspension of Services due to
         the same; or
         B. the date that is one (1) year after the Effective Date, provided however each Statement
         of Work shall continue after that termination date to the extent required to complete all
         Services specified in that Statement of Work; or
         C. a date nominated by the Company in any termination notice, such termination to be for
         any reason or for no reason at all, provided that the termination date is at least seven (7)
         days after the date of the termination notice.


9. General.

         A. Relationship of Parties. The Consultant shall perform all services under this
         Agreement as an “independent contractor” and not as an employee or agent of the
         Company. The Consultant is not authorized to assume or create any obligation or
         responsibility, express or implied, on behalf of, or in the name of, the Company or to bind
         the Company in any manner.

         B. Governing Law and Choice of Venue. This Agreement shall be governed by the
         internal laws of the State of __________ without reference to conflict of laws principals.
         Each party irrevocably consents to the jurisdiction of the state and federal courts located
         in __________ in connection with any action or proceeding arising from or relating to
         this Agreement or its subject matter.

         C. Amendment and Waivers. Any term or provision of this Agreement may be amended,
         and the observance of any term of this Agreement may be waived (either generally or for
         any particular instance and either retroactively or prospectively) only by a writing signed
         by the party to be bound thereby.

         D. Non-waiver. No delay or omission by the Company in exercising any right under this
         Agreement shall operate as a waiver of that or any other right. A waiver or consent given
         by the Company on any one occasion shall be effective only in that instance and shall not
         be construed as a bar or waiver of any right on any other occasion.

         E. Severability. In the event that any provision of this Agreement shall be invalid, illegal
         or otherwise unenforceable, the validity, legality and enforceability of the remaining
         provisions shall in no way be affected or impaired thereby.

         F. Notices. Notices and other communications under this Agreement shall be given, and
         shall be deemed delivered, in the manner specified for delivery of notices in the Merger
         Agreement.




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         G. Entire Agreement. This Agreement supersedes all proposals, oral or written, and all
         negotiations, conversations or discussions between or among parties relating to the
         subject matter of this Agreement and all past dealings or industry customs.

         H. Assignment: Binding upon Successors and Assigns. A party may not assign any of its
         rights or obligations under this Agreement without the prior written consent of the other
         parties. This Agreement shall be binding upon and inure to the benefit of the each party
         and its respective successors and permitted assigns.

         I. Counterparts. This Agreement may be executed in any number of counterparts, each of
         which shall be an original as regards to any party whose signature appears thereon and all
         of which together shall constitute one and the same instrument. This Agreement shall
         become binding when one or more counterparts of it, individually or taken together, bear
         the signature of each of the parties.

         J. Construction. This Agreement has been negotiated by the parties and its language shall
         not be construed for or against either party. Headings and titles in this Agreement are for
         reference purposes only and do not constitute part of this Agreement.

         K. Expenses. Each party shall bear its respective expenses and legal fees incurred with
         respect to this Agreement, and the transactions contemplated hereby.

         L. Force Majeure. If Provider is prevented from providing, either totally or in part, any
         Services by reason of fire, flood, storm, strike, lockout or other labor trouble, riot, war,
         rebellion, accident or other acts of God, then upon written notice to Company , the
         requirements of this Agreement to provide such Services or the affected provisions hereof
         to the extent affected, shall be suspended during the period of such disability, provided
         that Provider gives Company prompt notice of the cause of the suspension, the reasons
         for it, its expected duration and any work around plans for the Services suspended.

                                     [SIGNATURE PAGE TO FOLLOW]




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IN WITNESS WHEREOF, the parties hereto have executed this Transition Agreement effective
as of the date first above written.


SIGNATURE(S):
Provider:                                               Company:

______________________________                                   ______________________________
(Print Name and Title)                                           (Printed Name and Title)


______________________________                                 ______________________________
(Signature)                                             (Signature)



Date: ________________                                  Date: ________________




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                                                   SCHEDULE A




                                     STATEMENT OF WORK

This Statement of Work (“SOW”), effective as of ______________ (“Effective Date”) by
__________________ (the “Company”), and _____________, (the “Provider”) is executed
pursuant to and as part of that certain Transition Agreement by and between Company and
Provider , dated as of _____ (the “Agreement”).

The parties have entered into the Agreement for the provision of certain rights, services,
resources, and deliverables to Company by Provider. The Agreement contemplates that the
parties may enter into specific SOWs describing detailed terms and conditions applicable to
specific services, resources, and deliverables to be provided.

NOW, THEREFORE, for and in consideration of the foregoing premises, and the agreements of
the parties set forth below, Company and Provider agree as follows:

1. Services: This shall include, but not limited to, the below:

    A. _____________________________________________________
    B. _____________________________________________________
    C. _____________________________________________________

2. Deliverables

    A. _____________________________________________________
    B. _____________________________________________________
    C. _____________________________________________________

3. Provider’s Confidential Information (if any):

    A. _____________________________________________________
    B. _____________________________________________________
    C. _____________________________________________________

4. Schedule and Milestones (If Any).


    A. _____________________________________________________
    B. _____________________________________________________
    C. _____________________________________________________

5. Project Manager

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    A. _____________________________________________________
    B. _____________________________________________________
    C. _____________________________________________________

Project Start Date: _____________________________
Estimated Project Completion Date: __________________________



IN WITNESS WHEREOF, the parties have each caused this SOW to be signed and delivered by
their duly authorised officers, all as of the date first set forth above.


Provider:                                               Company:

______________________________                                   ______________________________
(Print Name and Title)                                           (Printed Name and Title)


______________________________                                 ______________________________
(Signature)                                             (Signature)


Date: ________________                                  Date: ________________




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                                               SCHEDULE B


                                         SAMPLE CHANGE ORDER
This Change Order No. ___ (“Change Order”), effective as of _____________ (“Effective
Date”), is made pursuant to and a part of that certain Transition Agreement , dated as of
________, by and between ________________________ and ____________________ (the
“Agreement”), and the Statement of Work thereto, dated as of ___________ (the “SOW”).
This Change Order is governed by the terms and conditions of the Agreement. Any defined
terms not otherwise defined herein shall have the meanings set forth in the Agreement. Except
to the extent otherwise expressly set forth in this Change Order, the terms of the SOW shall
remain in full force and effect. The parties hereto acknowledge having read this Change Order
and agree to be bound by its terms.
The modification(s) set forth below will impact the following terms of the SOW (please check
all that apply):
[   ] Services              [   ] Deliverables          [   ] Estimated completion date
[   ] Fees                  [   ] Schedule              [   ] Other: _______________ (please specify)

Provide a detailed description of the proposed modification(s) and their impact on the SOW:
    1. _________________________________________________________________

    2. _________________________________________________________________

    3. _________________________________________________________________

[Comment: add description of changes]
IN WITNESS WHEREOF, the parties hereto have each caused this Change Order to be signed
and delivered by their duly authorised officers, all as of the Effective Date.
Provider:                                               Company:
______________________________                                 ______________________________
(Print Name and Title)                                         (Printed Name and Title)
______________________________                                 ______________________________
(Signature)                                             (Signature)
Date: ________________                                  Date: ________________




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                                             SCHEDULE C
                                       FEES AND PAYMENT TERMS
1.       Fees to be paid:
          A. _____________________________________________________
          B. _____________________________________________________
          C. _____________________________________________________

2.       Payment Terms:
          A. _____________________________________________________
          B. _____________________________________________________
          C. _____________________________________________________

3.       Payment Method:
          A. _____________________________________________________
          B. _____________________________________________________
          C. _____________________________________________________

Provider:                                               Company:
______________________________                               ______________________________
(Print Name and Title)                                       (Printed Name and Title)

______________________________                                 ______________________________
(Signature)                                             (Signature)

Date: ________________                                  Date: ________________




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