Account Sold Agreement

ACCOUNT SOLD AGREEMENT

This Account Sold Agreement (the "Agreement") is entered into as of Effective Date: , by and between Seller Name: and Buyer Name: .

WHEREAS

WHEREAS, Seller is the lawful owner of certain accounts, receivables, contracts and related rights identified in this Agreement (collectively, the "Accounts") and desires to sell, assign and transfer such Accounts to Buyer on the terms and conditions set forth herein; and

WHEREAS, Buyer desires to purchase the Accounts from Seller and to assume the rights to collect, manage and enforce the Accounts subject to the representations, warranties and covenants set forth in this Agreement.

WHEREAS, the parties intend for this Agreement to effect a sale, assignment and transfer of the Accounts and to allocate the risks, rights and obligations between them as set forth herein.

1. SCOPE OF WORK

2. SALE AND TRANSFER

Seller hereby sells, assigns, conveys and transfers to Buyer all of Seller's right, title and interest in and to the Accounts described in Section 1, together with all monies, collections and proceeds arising from those Accounts, on the Closing Date defined below. The transfer shall include all books, records and supporting documentation reasonably necessary for Buyer to collect and enforce the Accounts.

3. PURCHASE PRICE AND PAYMENT TERMS

Late Payment Fee: If any payment required under this Agreement is not received by Buyer within days after the due date, Seller shall pay a late fee equal to of the overdue amount or the maximum allowed by law, whichever is less.

4. CLOSING

Closing Date: The transfer and sale of the Accounts shall occur on Closing Date, which shall be , , unless otherwise agreed in writing by the parties.

5. REPRESENTATIONS AND WARRANTIES

Seller represents and warrants that: (a) Seller is the sole owner of the Accounts free and clear of any liens, pledges, security interests or encumbrances except as disclosed in writing to Buyer; (b) the Accounts are valid, existing and enforceable obligations of the identified debtors; (c) to Seller's knowledge, no Account has been the subject of litigation, setoff or bona fide dispute that would prevent collection; and (d) Seller has the full power and authority to assign and transfer the Accounts to Buyer.

Buyer represents and warrants that it has the corporate or other organizational authority and financial capacity to purchase the Accounts as contemplated by this Agreement and that its acceptance of the Accounts will not violate any material agreement to which Buyer is a party.

6. TERM AND TERMINATION

Term Commencement Date: , .

Term End Date: , .

Termination for Cause: Either party may terminate this Agreement upon material breach by the other party if the breaching party fails to cure such breach within days after written notice. Termination shall not affect rights and obligations that by their nature survive termination.

Notice Period for Nonrenewal or Termination Without Cause: Either party may provide written notice to the other of nonrenewal or termination without cause with at least days' prior notice.

7. CONFIDENTIALITY

Each party shall maintain in confidence all nonpublic information, trade secrets, debtor identities, account balances, collection strategies and other proprietary information disclosed by the other party in connection with the Accounts ("Confidential Information"). Confidential Information shall not include information that is or becomes generally available to the public through no wrongful act of the receiving party. The receiving party shall use Confidential Information only for the purpose of performing its obligations under this Agreement and shall limit access to its employees, agents and advisors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those in this Agreement.

8. INDEMNIFICATION

Seller shall indemnify, defend and hold Buyer harmless from and against any and all liabilities, losses, claims, damages and expenses (including reasonable attorneys' fees) arising out of Seller's breach of any representation, warranty or covenant contained herein, including any undisclosed liens, prior assignments or defenses to collection that materially impair Buyer’s ability to collect the Accounts. Buyer shall indemnify Seller for liabilities arising from Buyer's wrongful collection actions or breaches of this Agreement.

9. NOTICES

All notices shall be in writing and shall be deemed given when delivered in person, sent by nationally recognized overnight courier, or mailed by certified mail, return receipt requested, to the addresses specified above or to such other address as either party may designate by notice to the other in accordance with this Section.

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law. The parties consent to the exclusive jurisdiction of state and federal courts located in that State for resolution of disputes arising out of this Agreement.

11. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, understandings and communications, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by both parties.

12. MISCELLANEOUS

Assignment: Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Buyer may assign its rights to an affiliate or in connection with a financing so long as the assignee agrees in writing to be bound by the terms of this Agreement.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect to the fullest extent permitted by law.

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