Infrastructure Purchase Agreement

INFRASTRUCTURE PURCHASE AGREEMENT

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

RECITALS

WHEREAS, Seller is the lawful owner or authorized seller of certain infrastructure, equipment, improvements and related assets described herein and has the full right and authority to sell such assets; and

WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, certain infrastructure and related assets on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that this Agreement set forth their entire agreement with respect to the purchase and sale of such infrastructure and assets.

SCOPE OF WORK

PURCHASE PRICE AND PAYMENT TERMS

All payments shall be made in lawful currency of the United States, shall be free of setoff or counterclaim, and shall be made to the payee designated by Seller in writing. Buyer shall be responsible for any taxes, duties or similar charges imposed in connection with the purchase, except as otherwise agreed in writing.

DELIVERY, INSPECTION, AND ACCEPTANCE

Seller will deliver the infrastructure to the location agreed by the parties. Buyer shall have calendar days following physical delivery to inspect and either accept or reject items for nonconformity. If Buyer does not provide written notice of rejection within such period, the infrastructure shall be deemed accepted.

TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall continue in full force until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for days after written notice of the breach. Either party may also terminate for convenience upon days' prior written notice to the other party.

CONFIDENTIALITY

Each party shall keep confidential and shall not disclose to any third party, except as required by law or court order, any non-public information obtained from the other party in connection with this Agreement, including technical data, financial information and business plans ("Confidential Information"). The receiving party shall use Confidential Information solely for the purposes of performing its obligations under this Agreement and shall protect such information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information shall not include information that (i) is or becomes publicly available through no fault of the receiving party, (ii) is lawfully obtained from a third party without breach of an obligation of confidentiality, or (iii) is independently developed by the receiving party without use of Confidential Information.

REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION

Seller represents and warrants that Seller has good and marketable title to the infrastructure being sold, that the assets are free of liens and encumbrances except as disclosed in writing to Buyer prior to the Effective Date, and that Seller has full corporate or other authority to enter into and perform this Agreement. Buyer represents that Buyer has authority to enter into this Agreement and to make payments as required.

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of a representation, warranty or covenant contained in this Agreement or from the indemnifying party's negligence or willful misconduct.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence or a party's breach of its confidentiality or indemnification obligations, neither party shall be liable to the other for consequential, incidental, special or punitive damages, and each party's aggregate liability to the other arising out of or related to this Agreement shall not exceed the total purchase price actually paid by Buyer under this Agreement.

ASSIGNMENT

Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that Buyer may assign this Agreement to an affiliate or to a purchaser of substantially all of Buyer's assets upon prior written notice to Seller.

NOTICES

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in that State for purposes of any action arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. This Agreement may be amended only by a written instrument executed by both parties.

MISCELLANEOUS

Headings are for convenience only and shall not affect the interpretation of this Agreement. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that they have had the opportunity to be represented by counsel in connection with this Agreement.

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