Legal Deal Agreement

LEGAL DEAL AGREEMENT

This Legal Deal Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Party A: , an entity of type Individual Corporation LLC Partnership Other and with its principal place of business at ; and Party B: , an entity of type Individual Corporation LLC Partnership Other and with its principal place of business at .

RECITALS

WHEREAS, Party A is engaged in the business described as and holds certain rights, assets, and/or obligations that are the subject of this Agreement;

WHEREAS, Party B desires to acquire, license, or otherwise obtain such rights, assets, or services as further described in this Agreement, subject to the terms, conditions, representations, and warranties contained herein;

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the transaction contemplated herein.

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

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below: (a) "Closing" means the consummation of the transactions described in Section 5; (b) "Business Day" means any day except a Saturday, Sunday or legal holiday in the jurisdiction of the Governing Law; (c) "Confidential Information" means information disclosed by a party that is designated confidential or that reasonably should be understood to be confidential.

2. TRANSACTION

2.1 Transaction Description. Subject to the terms and conditions of this Agreement, Party A shall transfer, assign, sell, convey or license to Party B the assets, rights, and interests described as follows:

3. CONSIDERATION

3.1 Purchase Price. In consideration for the transaction described in Section 2, Party B shall pay to Party A the aggregate amount of (the "Purchase Price"), payable as follows:

3.2 Allocation. The parties shall allocate the Purchase Price for tax and accounting purposes in accordance with a mutually agreed allocation schedule to be executed at or prior to Closing.

4. REPRESENTATIONS AND WARRANTIES

4.1 Seller Representations. Party A represents and warrants to Party B that: (a) Party A is duly organized and has the power and authority to enter into and perform this Agreement; (b) the assets, rights or interests to be transferred are owned or validly controlled by Party A and are free and clear of all liens, claims and encumbrances except as disclosed in the disclosure schedule; and (c) there are no actions, suits or proceedings pending that would prevent consummation of the transaction.

4.2 Buyer Representations. Party B represents and warrants to Party A that: (a) Party B has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) funds necessary to consummate the transaction will be available at Closing; and (c) entering into this Agreement does not violate any material agreement of Party B.

5. CLOSING; DELIVERABLES

5.1 Closing Date. The Closing shall occur on Closing Date: , or such other date as the parties may agree in writing.

5.2 Seller Deliverables. At Closing, Party A shall deliver the items described below, duly executed and in form reasonably acceptable to Party B:

5.3 Buyer Deliverables. At Closing, Party B shall deliver the items described below, duly executed and in form reasonably acceptable to Party A:

6. COVENANTS

6.1 Conduct Prior to Closing. From the Effective Date until Closing, Party A shall operate the business in the ordinary course, shall not sell or encumber material assets, and shall preserve records and material contracts, except as expressly permitted in writing by Party B.

6.2 Further Assurances. Each party shall execute and deliver such further documents and instruments and take such further actions as may be reasonably requested to effectuate the transactions contemplated by this Agreement.

7. INDEMNIFICATION

7.1 Indemnification by Party A. Party A shall indemnify, defend and hold harmless Party B and its affiliates from and against any and all losses, damages, liabilities, costs and expenses arising out of a breach of any representation, warranty or covenant of Party A contained in this Agreement, subject to the limitations set forth herein.

7.2 Indemnification by Party B. Party B shall indemnify, defend and hold harmless Party A and its affiliates for breaches by Party B of its representations, warranties or covenants contained in this Agreement.

7.3 Indemnity Cap. The aggregate liability of an indemnifying party under this Section 7 shall not exceed unless resulting from willful misconduct or fraud.

8. CONFIDENTIALITY

8.1 Obligation. Each party shall keep Confidential Information in strict confidence and shall not disclose such information to any third party except to those employees, agents or advisors who need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

8.2 Duration. The obligations of confidentiality shall continue for a period of years following the Effective Date, except as otherwise required by law.

9. CONDITIONS PRECEDENT

9.1 Conditions to Party B's Obligations. Party B's obligation to close is subject to: (a) the accuracy of Party A's representations and warranties as of Closing; (b) delivery by Party A of the deliverables set forth in Section 5.2; and (c) no material adverse change.

9.2 Conditions to Party A's Obligations. Party A's obligation to close is subject to: (a) the accuracy of Party B's representations and warranties as of Closing; and (b) delivery by Party B of the Purchase Price in accordance with Section 3.

10. NOTICES

Notices to Party A

Notices to Party B

11. MISCELLANEOUS

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

11.2 Entire Agreement. This Agreement, together with any schedules and exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, agreements and understandings.

11.3 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 enforceable and the remaining provisions shall continue in full force and effect.

11.4 Amendments; Waiver. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom enforcement is sought. A waiver of any breach shall not constitute a waiver of any subsequent breach.

11.5 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. Signatures transmitted by electronic means shall be effective as originals.

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