Legal Purchase BOS Agreement

LEGAL PURCHASE BOS AGREEMENT

This Legal Purchase BOS Agreement ("Agreement") is entered into as of Effective Date: by and between Seller Name: with principal address , and Buyer Name: with principal address .

RECITALS

WHEREAS, Seller owns and has developed a business operating system commonly described as a suite of software, source code, documentation, processes and related materials referred to herein as the "BOS" and more fully described in Schedule A: Deliverables; and

WHEREAS, Buyer desires to acquire from Seller, and Seller desires to sell to Buyer, all right, title and interest in and to the BOS and the related assets set forth in this Agreement, subject to the terms and conditions contained herein; and

WHEREAS, the parties intend by this Agreement to set forth the terms under which the sale, transfer and assignment of the BOS and related assets will occur, including intellectual property, documentation, and transition assistance.

NOW, THEREFORE

In consideration of the mutual covenants and agreements set forth 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 "BOS" means the software, source code (object and source), executables, scripts, configuration files, documentation, know-how, business processes, manuals, data schemas, and other materials described in Schedule A: Deliverables that are the subject of this sale.

1.2 "Closing" means the date on which the transfer of ownership and delivery of deliverables occur as provided in Section 3.

2. PURCHASE AND SALE

2.1 Assets Transferred. Subject to the terms and conditions of this Agreement, at Closing Seller shall sell, convey, assign and transfer to Buyer, and Buyer shall purchase from Seller, all right, title and interest in and to the BOS and the assets described in Schedule A: Deliverables, excluding only those assets expressly listed in Schedule B: Excluded Assets.

2.2 Excluded Assets. Seller retains ownership of any assets listed in Schedule B: Excluded Assets and any assets created by Seller after the Effective Date that are not expressly included in Schedule A.

3. PURCHASE PRICE AND PAYMENT

3.1 Purchase Price. The aggregate purchase price for the BOS and related transferred assets shall be: (the "Purchase Price").

3.2 Allocation. The Purchase Price will be allocated among the transferred assets as set forth in a schedule delivered at Closing. The allocation will be binding for tax reporting purposes.

4. DELIVERY, CLOSING AND ACCEPTANCE

4.1 Closing Date and Delivery. Closing will occur on Closing Date: , or on such other date as the parties mutually agree in writing. At Closing Seller shall deliver the Deliverables described in Schedule A and execute such instruments of transfer as are necessary to vest ownership in Buyer.

4.2 Acceptance Testing. Buyer shall have an acceptance testing period of days following delivery to verify that the BOS materially conforms to the Acceptance Criteria set forth below. Failure to provide written notice of material nonconformity during the acceptance period shall constitute acceptance.

5. INTELLECTUAL PROPERTY

5.1 Assignment of IP. At Closing, Seller shall assign, transfer and convey to Buyer all right, title and interest in and to all intellectual property rights owned by Seller that are necessary for Buyer to exploit, maintain and modify the BOS as described in Schedule A, including but not limited to copyrights, moral rights to the extent assignable, and any registrations or applications.

5.2 License Back. To the extent any retained rights of Seller are necessary to operate Seller's ongoing business, Seller shall be granted a non-exclusive, non-transferable license to use specific components listed in Schedule B, solely for Seller's internal business purposes, upon terms to be agreed in a separate license agreement.

6. REPRESENTATIONS AND WARRANTIES

6.1 Seller Representations. Seller represents and warrants to Buyer that: (a) Seller has full corporate power and authority to enter into and perform this Agreement; (b) Seller is the sole legal and beneficial owner of the assets being transferred and has good and marketable title free and clear of liens, encumbrances and claims except as disclosed in Schedule C: Liabilities; (c) to Seller's knowledge, the BOS does not infringe any third party intellectual property rights; and (d) there are no pending or threatened claims that would reasonably be expected to impair the transfer contemplated by this Agreement.

6.2 Buyer Representations. Buyer represents and warrants that Buyer has full power and authority to enter into and perform this Agreement, and that Buyer will comply with any obligations under this Agreement.

7. CONFIDENTIALITY

Each party shall maintain in confidence proprietary information of the other that is disclosed in connection with this Agreement, and shall not use or disclose such information except as necessary to perform obligations under this Agreement or as required by law. Confidentiality obligations shall survive termination or expiration of this Agreement for a period of three (3) years.

8. INDEMNIFICATION

8.1 Seller Indemnity. Seller shall indemnify, defend and hold Buyer harmless from and against any losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of any third-party claim alleging that the transferred BOS infringes such third party's intellectual property rights, to the extent attributable to acts or omissions of Seller prior to Closing.

8.2 Buyer Indemnity. Buyer shall indemnify, defend and hold Seller harmless from and against any losses arising from Buyer's post-Closing use of the BOS outside the scope of rights granted or in breach of Buyer's obligations under this Agreement.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY TO THE OTHER SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY BUYER TO SELLER PURSUANT TO THIS AGREEMENT.

10. SUPPORT, MAINTENANCE AND TRANSITION

10.1 Transition Assistance. For a period of months following Closing, Seller shall provide reasonable transition assistance to Buyer as set forth in the Support Terms.

11. TAXES

All transfer, documentary, stamp or similar taxes and any penalties or interest arising therefrom related to the transfer of assets under this Agreement shall be borne by Buyer Seller (select one).

12. NOTICES

Notices under this Agreement shall be in writing and delivered to the addresses specified below or to such other address as a party may designate by notice in accordance with this Section.

13. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State specified below without regard to its conflict of law principles. Any dispute arising out of or relating to this Agreement shall be resolved by final and binding arbitration administered in accordance with the rules agreed by the parties.

14. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENTS; WAIVER; COUNTERPARTS

14.1 Entire Agreement. This Agreement, together with the schedules and attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings.

14.2 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 enforceable, and the remaining provisions shall remain in full force and effect.

14.3 Amendments and Waiver. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

14.4 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.

MISCELLANEOUS

The parties acknowledge that they have had the opportunity to seek independent legal counsel, and that the provisions of this Agreement are the result of negotiation between the parties and shall not be construed against any party as the drafter.

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