Legal Definitive Agreement

Legal Definitive Agreement

This Legal Definitive Agreement (the Agreement) is entered into as of by and between Party A Name: , with principal place of business at ("Party A"), and Party B Name: , with principal place of business at ("Party B"). Party A and Party B are each a Party and together the Parties.

Recitals

WHEREAS, Party A has expertise and rights relating to ; and

WHEREAS, Party B desires to obtain certain rights and to provide consideration to Party A on the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties intend by this Agreement to set forth the definitive and binding terms governing their rights, obligations and the contemplated transaction.

NOW, THEREFORE, in consideration of the mutual covenants and promises 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 Defined Terms. In this Agreement, unless the context otherwise requires, the following terms have the meanings set forth below:

"Closing" means the consummation of the transactions contemplated by Section 3. The anticipated closing date is .

"Consideration" means the aggregate amount and form of payment to be delivered by Party B to Party A, as described in Section 2. For clarity, the Consideration shall initially be .

2. Transaction and Consideration

2.1 Transfer of Rights. Subject to the terms and conditions of this Agreement, at the Closing Party A shall sell, convey and assign to Party B, and Party B shall purchase and accept from Party A, all right, title and interest in and to the assets and rights described in Schedule A (the Assets).

2.2 Consideration. As full consideration for the Assets, Party B shall pay to Party A the Consideration in the form and at the times set forth in this Section 2.2. Payment shall be made by:

3. Closing

3.1 Closing Deliveries by Party A. At Closing, Party A shall deliver to Party B such deeds, assignments, certificates and other documents reasonably necessary to vest in Party B the rights conveyed hereunder, including a duly executed assignment and general release of encumbrances, if any.

3.2 Closing Deliveries by Party B. At Closing, Party B shall deliver the Consideration, executed countersigned documents reasonably requested by Party A and such certificates of good standing and incumbency as may be reasonably required.

3.3 Closing Date. The Closing shall occur on the date that all conditions precedent set forth in Section 6 have been satisfied or waived, but no later than .

4. Representations and Warranties

4.1 Representations and Warranties of Party A. Party A represents and warrants to Party B that, as of the date hereof and as of the Closing:

(a) Organization and Authority. Party A is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has the requisite corporate power and authority to enter into and perform this Agreement.

(b) Title to Assets. Party A has good and marketable title to the Assets, free and clear of all Liens except as disclosed on Schedule B, and will convey such title at Closing.

4.2 Representations and Warranties of Party B. Party B represents and warrants to Party A that, as of the date hereof and as of the Closing:

(a) Organization and Authority. Party B is duly organized, validly existing and in good standing and has full power and authority to enter into and perform this Agreement.

(b) Payment Capability. The execution and performance by Party B of this Agreement does not and will not violate any agreement to which Party B is a party, and Party B has sufficient funds available to perform its payment obligations at the Closing.

5. Covenants

5.1 Conduct Prior to Closing. Each Party covenants to conduct its business in the ordinary course and to use commercially reasonable efforts to preserve its assets and rights necessary to consummate the transactions contemplated herein.

5.2 Further Assurances. Each Party shall execute and deliver such further documents and take such further actions as may be reasonably requested to effectuate the purposes of this Agreement.

6. Conditions Precedent

6.1 Conditions to Each Party's Obligations. The respective obligations of each Party to consummate the Closing are subject to the satisfaction or waiver of the following conditions precedent: (a) the accuracy of the other Party's representations and warranties in all material respects; (b) performance by the other Party of its covenants and agreements; and (c) receipt by each Party of all required third-party consents listed in Schedule C.

7. Indemnification

7.1 General Indemnity. Each Party (Indemnifying Party) shall indemnify, defend and hold harmless the other Party (Indemnified Party) from and against any and all Losses arising out of any breach of the Indemnifying Party's representations, warranties or covenants contained in this Agreement.

7.2 Procedure. The Indemnified Party shall give prompt written notice to the Indemnifying Party of any claim for which indemnification is sought. The Indemnifying Party shall have the right to assume the defense of any such claim with counsel of its choosing, subject to the Indemnified Party's right to participate.

8. Limitation of Liability

8.1 Exclusion of Consequential Damages. Except for claims for indemnification arising from willful misconduct or fraud, neither Party shall be liable to the other for indirect, incidental, consequential, special, punitive or exemplary damages, including loss of profits, regardless of the theory of liability.

8.2 Cap on Liability. Except for fraud or willful misconduct, the aggregate liability of either Party under this Agreement shall not exceed the Consideration paid by Party B to Party A.

9. Confidentiality

9.1 Confidential Information. Each Party shall hold in confidence and not disclose to any third party, nor use except in connection with the transactions contemplated by this Agreement, any Confidential Information of the other Party. "Confidential Information" includes non-public financial information, business plans, trade secrets and other material designated as confidential.

9.2 Exceptions. Confidential Information does not include information that is generally available to the public through no fault of the receiving Party, or that is required to be disclosed by applicable law, provided the disclosing Party is given prompt notice and opportunity to seek protective relief.

10. Termination

10.1 Termination Events. This Agreement may be terminated prior to Closing by mutual written consent of the Parties, by either Party upon material breach by the other Party if such breach is not cured within thirty (30) days after written notice, or by either Party if the Closing has not occurred by the outside date set forth in Section 3.3.

11. Notices

All notices, demands or other communications required or permitted to be given under this Agreement shall be in writing and shall be delivered personally, sent by certified mail (return receipt requested) or by nationally recognized overnight courier to the addresses set forth below, or to such other address as either Party may designate by notice to the other in accordance with this Section 11.

12. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of , without regard to conflict of laws principles that would result in the application of the laws of another jurisdiction.

13. Entire Agreement

This Agreement, together with the schedules and exhibits hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements, whether written or oral.

14. Severability

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that most closely approximates the Parties' original intent.

15. Amendments; Waiver

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom enforcement is sought. No waiver by any Party of any breach shall be deemed a waiver of any subsequent breach.

16. Counterparts; Execution

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 delivered by electronic means shall be deemed original signatures for all purposes.

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