Acquisition Proposal Annexes

ACQUISITION PROPOSAL ANNEXES

RECITALS

WHEREAS, Proposer has submitted a written proposal to acquire certain assets, businesses or equity interests as described in the accompanying proposal (the Proposal), and the parties intend that the documents and schedules attached as annexes will form an integral part of the Proposal; and

WHEREAS, the parties agree that specific details of the acquisition including schedules, asset descriptions, price allocations, due diligence deliverables, and post-closing obligations shall be set forth in the annexes that follow, such annexes to be governed by the terms and conditions of this Acquisition Proposal Annexes document effective as of (Effective Date).

WHEREAS, the annexes described herein are intended to provide binding schedules and supplemental contractual provisions to the Proposal, subject to execution by authorized representatives of the parties.

ANNEX INDEX & DESCRIPTION

List each annex by number and provide a concise description. Check 'Attached' where the annex accompanies this document.

SCOPE OF WORK

Describe the work, deliverables, and responsibilities attributable to the annexes. Specify milestones, acceptance criteria and any deliverable formats required.

PAYMENT TERMS

Total Consideration:   Currency:

Late Payment Fee:   Late fee applies after  days past due.

TERM AND TERMINATION

This Acquisition Proposal Annexes shall commence on and shall remain in effect until unless earlier terminated in accordance with the provisions below.

Either party may terminate for convenience upon days' prior written notice to the other party. Termination for cause (material breach) may be effected immediately if the breaching party fails to cure within days after receipt of written notice specifying the breach.

CONFIDENTIALITY

For purposes of these Annexes, "Confidential Information" means non-public information disclosed by one party to the other whether orally, in writing or by inspection of tangible property and includes, without limitation, technical data, financial information, business plans, customer lists and pricing. Each receiving party shall (i) hold Confidential Information in strict confidence, (ii) not disclose such information to any third party except as expressly permitted herein, and (iii) use Confidential Information solely for the purposes of performing obligations under the Proposal and these Annexes.

Confidentiality obligations shall continue for a period of years from the Effective Date, except with respect to trade secrets which shall remain protected for as long as they qualify as trade secrets under applicable law. Exclusions include information that is (a) in the public domain without breach, (b) rightfully received from a third party without restriction, or (c) independently developed by the receiving party without use of the disclosing party's Confidential Information.

REPRESENTATIONS, WARRANTIES AND INDEMNITY

Each party represents and warrants that it has full power and authority to enter into and perform its obligations under these Annexes, that the execution and performance will not violate any agreement or law binding on such party, and that all information provided in the annexes is true and correct in all material respects. Each party shall indemnify, defend and hold harmless the other party from and against any losses, damages or liabilities arising out of a breach of its representations, warranties or material obligations under these Annexes.

GOVERNING LAW

These Annexes 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 submit to the exclusive jurisdiction of the courts located in that State for any dispute arising under these Annexes.

ENTIRE AGREEMENT

These Annexes, together with the Proposal and any documents expressly incorporated herein by reference, constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior and contemporaneous negotiations, discussions, proposals and agreements, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under these Annexes shall be in writing and delivered to the addresses set forth above or to such other address as either party designates by written notice to the other. Notices are effective upon delivery if delivered in person, by nationally recognized courier, or by confirmed electronic transmission; otherwise upon receipt.

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