Transition Services Agreement
This Transition Services Agreement (the "Agreement") is entered into as of December 1, 2051 by and between MultiCorp, a Colorado corporation with its principal place of business at Denver, CO 80202 ("Provider"), and IdeaMate, a Nevada corporation with its principal place of business at Las Vegas, NV 89101("Recipient").
1. Purpose
The purpose of this Agreement is to set forth the terms and conditions under which the Provider will provide certain transition services to the Recipient following the closing of the transaction described in the Asset Purchase Agreement , dated December 1, 2051 (the "Transaction Agreement").
2. Transition Services
2.1 Scope of Services
Provider shall provide the transition services described in Exhibit A attached hereto (the "Services") to Recipient for the period specified in Section 3 below.
2.2 Standard of Services
Provider agrees to perform the Services with the same degree of care, skill, and diligence as is customarily provided in the performance of services for its own operations.
3. Term
The term of this Agreement shall commence on the closing date of the Transaction Agreement and shall continue for a period of 9 months unless earlier terminated pursuant to Section 6 of this Agreement (the "Term").
4. Compensation
As compensation for the Services, Recipient shall pay Provider the fees set forth in Exhibit B attached hereto. Provider shall invoice Recipient on a monthly basis, and Recipient shall pay all invoices within 15 days of receipt.
5. Confidentiality
Both parties agree to maintain in strict confidence all information disclosed by one party to the other that is marked as confidential or proprietary.
6. Termination
6.1 Termination for Convenience
Either party may terminate this Agreement for any reason upon [Number] days’ prior written notice to the other party.
6.2 Termination for Cause
Either party may terminate this Agreement immediately upon written notice if the other party breaches any material term of this Agreement and fails to cure such breach within [Number] days after receiving written notice thereof.
7. Limitation of Liability
Neither party shall be liable to the other for any indirect, incidental, consequential, special, or punitive damages arising out of or relating to this Agreement.
8. Miscellaneous
8.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflicts of law principles.
8.2 Entire Agreement
This Agreement, including any exhibits and schedules hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral.
8.3 Amendments
This Agreement may not be amended or modified except in writing signed by both parties.
Signatures
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed by their respective duly authorized officers as of the date first above written.
MultiCorp
IdeaMate
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