Business Discontinuation Agreement

BUSINESS DISCONTINUATION AGREEMENT

This Business Discontinuation Agreement ("Agreement") is made and entered into as of Effective Date: by and between Business Owner: with principal place of business at ("Owner"), and Acquiring Party: with principal place of business at ("Acquirer"). Each of Owner and Acquirer are individually a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Owner currently conducts business under the name: (the "Business"), providing products and/or services as described in Schedule A attached hereto and incorporated by reference; and

WHEREAS, Owner desires to discontinue the Business and to transfer, assign, or otherwise dispose of certain assets and to allocate certain liabilities in accordance with the terms set forth in this Agreement; and

WHEREAS, Acquirer is willing to accept certain assets and to assume or otherwise address certain liabilities of the Business upon the terms and conditions contained in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Effective Date" means the date set forth above. 1.2 "Closing" means the consummation of the transactions contemplated by this Agreement in accordance with Section 4. 1.3 "Assets" means all of the tangible and intangible assets of the Business to be transferred as set forth in Schedule A. 1.4 "Liabilities" means obligations and claims of the Business as set forth in Schedule B, subject to the allocations provided in this Agreement.

2. DISCONTINUATION OF OPERATIONS

2.1 Owner shall discontinue the Business on the Effective Date and shall cease to hold itself out as conducting the Business thereafter except as necessary to effectuate the transactions contemplated by this Agreement. Owner shall promptly notify customers, suppliers, licensors and others of the discontinuation in a commercially reasonable manner consistent with past practices.

2.2 The Parties agree to cooperate and take all commercially reasonable actions necessary to effect an orderly winding down of Business operations, to preserve the value of transferable Assets, and to minimize any adverse effects on third parties.

3. TRANSFER OF ASSETS

3.1 Subject to the terms and conditions of this Agreement, Owner shall transfer, assign and deliver to Acquirer, and Acquirer shall accept, the Assets listed in Schedule A at Closing. Such transfer shall include, to the extent transferable, all rights, titles and interests in trademarks, trade names, customer lists, supplier agreements described in Schedule A, and goodwill associated with the Business.

4. CLOSING; ASSUMPTION OF LIABILITIES

4.1 Closing Date. The Closing shall occur on Closing Date: or at such other time and place as the Parties may mutually agree in writing.

4.2 Assumed Liabilities. At Closing, Acquirer shall assume only those Liabilities expressly set forth in Schedule B. Owner shall retain and remain responsible for all other Liabilities of the Business, whether known or unknown, contingent or otherwise, unless explicitly assumed in Schedule B.

5. EMPLOYEES AND CONTRACTS

5.1 Employees. The Parties shall cooperate to implement an employee transition plan. Owner shall be responsible for payment of wages, benefits and accrued leave up to the Closing Date, except as otherwise agreed in writing. Any offer of employment by Acquirer to Owner's employees shall be at Acquirer’s sole discretion and on terms to be separately negotiated.

5.2 Contracts. Contracts of the Business shall be assigned to Acquirer only to the extent assignable and accepted by Acquirer and only upon satisfaction of any required consents. Owner shall use commercially reasonable efforts to obtain consents necessary for assignments.

6. INTELLECTUAL PROPERTY; CONFIDENTIALITY

6.1 Intellectual Property. All right, title and interest in Intellectual Property specifically listed in Schedule A shall be transferred to Acquirer at Closing. To the extent transfer is not practicable, Owner shall grant Acquirer an exclusive, irrevocable, royalty-free license to use such Intellectual Property in furtherance of the purposes contemplated by this Agreement.

6.2 Confidentiality. Each Party shall maintain the confidentiality of all non-public information disclosed in connection with the transactions contemplated by this Agreement and shall not disclose such information except as required by law. This confidentiality obligation shall survive the Closing for a period of three (3) years.

7. CONSIDERATION

7.1 Payment Terms. The consideration described above shall be payable in the manner specified herein or as set forth in a separate payment schedule executed by the Parties. Taxes, withholding and other governmental charges attributable to the transactions shall be borne as provided in this Agreement or as required by applicable law.

8. REPRESENTATIONS AND WARRANTIES

8.1 Owner Representations. Owner represents and warrants to Acquirer that: (a) Owner is the sole legal and beneficial owner of the Assets free and clear of any liens except as disclosed; (b) Owner has full power and authority to enter into and perform this Agreement; and (c) Owner has not received written notice of any material claim, suit or proceeding relating to the Assets that would reasonably be expected to impair transferability.

8.2 Acquirer Representations. Acquirer represents and warrants to Owner that: (a) Acquirer has full corporate power and authority to enter into this Agreement; and (b) Acquirer has conducted such due diligence as it deems necessary and is not relying on any oral representations other than those expressly set forth in this Agreement.

9. INDEMNIFICATION

9.1 Owner Indemnity. Owner shall indemnify, defend and hold harmless Acquirer from and against any Losses arising out of Liabilities retained by Owner or arising from Owner's breach of any representation, warranty or covenant contained in this Agreement.

9.2 Acquirer Indemnity. Acquirer shall indemnify, defend and hold harmless Owner from and against any Losses arising out of Liabilities expressly assumed by Acquirer or arising from Acquirer's breach of this Agreement.

10. NOTICES

All notices and communications required or permitted under this Agreement shall be in writing and delivered to the Parties at the addresses set forth below (or at such other address as a Party may designate by written notice). Notices shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid, certified mail, return receipt requested.

11. GOVERNING LAW; DISPUTE RESOLUTION

The validity, interpretation and performance of this Agreement shall be governed by and construed in accordance with the laws of the state specified above without regard to conflicts of law principles. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration conducted in the county of the governing law state unless the Parties agree otherwise in writing.

12. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENT; WAIVER; COUNTERPARTS; SURVIVAL

12.1 Entire Agreement. This Agreement (including Schedules A and B) constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral.

12.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it valid and enforceable and the remaining provisions shall remain in full force and effect.

12.3 Amendment; Waiver. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. No failure or delay by a Party in exercising any right shall operate as a waiver.

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

12.5 Survival. The representations, warranties, indemnities and covenants contained in this Agreement that by their nature are intended to survive termination or Closing shall so survive for the period specified herein or, if none is specified, for a period of three (3) years following Closing.

MISCELLANEOUS

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