Patent Purchase Order Request

PATENT PURCHASE ORDER REQUEST

This Patent Purchase Order Request (the "Order") is made as of by and between Purchaser Name: whose address is and Seller Name: whose address is .

RECITALS

WHEREAS, Seller is the legal and beneficial owner of certain patent rights and related assets described in Schedule A attached hereto and incorporated by reference (collectively, the "Patent Assets"); and

WHEREAS, Purchaser desires to acquire, and Seller desires to transfer and assign, all right, title and interest in and to the Patent Assets on the terms and conditions set forth in this Order; and

WHEREAS, the parties intend that this Order serve as the controlling purchase order and instruction authorized by Purchaser for the procurement, assignment, and recordation of the Patent Assets.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties agree as follows:

1. DEFINITIONS

For purposes of this Order, the following terms shall have the meanings set forth below: "Patent Assets" means the patents, patent applications, continuations, continuations-in-part, divisionals, reissues, reexaminations, and all associated rights listed in Schedule A; "Closing" means the consummation of the sale and assignment of the Patent Assets in accordance with Section 4; and "Purchase Price" means the aggregate consideration payable by Purchaser to Seller as specified in Section 3.

2. ORDER; PURCHASE AND SALE

Seller hereby agrees to sell, assign and transfer to Purchaser, and Purchaser hereby agrees to purchase from Seller, all right, title and interest in and to the Patent Assets, including any patent applications and registrations, together with all rights to claim priority, divisional or continuation filings, and all rights to sue for past, present and future infringement of the Patent Assets, subject to the terms and conditions of this Order.

3. PURCHASE PRICE; PAYMENT TERMS

Purchaser shall pay to Seller a Purchase Price in the aggregate amount of (the "Purchase Price"), subject to adjustments for taxes, liens, or agreed escrows as set forth below.

4. CLOSING; DELIVERABLES

The Closing shall occur on or before (the "Closing Date"), unless otherwise agreed in writing. At Closing, Seller shall deliver to Purchaser: (a) executed assignments of the Patent Assets in form and substance sufficient to transfer all right, title and interest to Purchaser; (b) originals or copies of prosecution histories, assignment records, and other documentation customarily delivered in patent assignments; and (c) any instruments reasonably necessary to effect recordation of the assignment with the relevant patent offices.

5. REPRESENTATIONS AND WARRANTIES

Seller represents and warrants to Purchaser that, as of the date of this Order and as of the Closing: (a) Seller is the sole legal owner of the Patent Assets and has full right, power and authority to sell and assign the Patent Assets free and clear of all liens, encumbrances, security interests, licenses, options, or restrictions except as specifically disclosed in writing to Purchaser; (b) there are no outstanding agreements to license, sell or otherwise transfer the Patent Assets other than those disclosed in Schedule A; (c) to Seller's knowledge, no third party has asserted any ownership claim that would impair the assignability of the Patent Assets; and (d) all filed patent applications disclosed in Schedule A are in good standing, and to Seller's knowledge there are no pending reexaminations, oppositions, inter partes reviews, or comparable proceedings that would materially affect title.

Purchaser represents and warrants that it has the corporate or other organizational authority to enter into this Order and to perform its obligations hereunder.

6. ASSIGNMENT; RECORDATION

Seller shall execute and deliver to Purchaser or Purchaser's designee all instruments of conveyance and assignment necessary to effectuate the transfer of all right, title and interest in the Patent Assets. Seller shall cooperate with Purchaser and take such actions as are reasonably necessary to record the assignments with the applicable patent offices; provided, however, that recordation costs shall be borne as set forth in Section 7.

7. TAXES; EXPENSES

Unless otherwise agreed in writing, Purchaser shall bear costs and expenses of recordation and transfer fees with patent offices after Closing, and Seller shall be responsible for any transfer taxes, documentary taxes, or similar taxes legally imposed on the transfer of the Patent Assets. Each party shall bear its own fees and expenses of counsel, except where specific costs are allocated in this Order or by written agreement.

8. COOPERATION; FURTHER ASSURANCES

Following Closing, each party shall, at the request of the other and at the requesting party's expense, execute and deliver such other documents and take such further actions as may be necessary or desirable to carry out the purposes and intent of this Order, including the execution of further assignments, affidavits, or declarations.

9. CONFIDENTIALITY

The parties acknowledge that information exchanged in connection with this Order may be confidential. Except as required by law or to effectuate the transactions contemplated herein, neither party shall disclose the terms of this Order or any non-public business information of the other party without the prior written consent of the other party. This obligation shall survive Closing for a period of three years.

10. INDEMNIFICATION

Seller agrees to indemnify, defend and hold harmless Purchaser and its affiliates from and against any losses, liabilities, claims and expenses (including reasonable attorneys' fees) arising out of: (a) any breach of Seller's representations and warranties; (b) any undisclosed liens, encumbrances or third-party ownership claims to the Patent Assets; and (c) any liabilities arising prior to the Closing that relate to the Patent Assets. Purchaser's indemnification obligations, if any, shall be limited to direct losses resulting from Purchaser's breach of this Order.

11. NOTICES

All notices, requests, demands and other communications required or permitted hereunder shall be in writing and delivered to the respective parties at the addresses set forth below or as otherwise designated in writing by a party.

12. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or waiver of any provision of this Order shall be effective unless in writing and signed by the party against whom enforcement is sought. Failure or delay by either party to exercise any right or remedy shall not constitute a waiver. This Order may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Electronic signatures and delivery of executed counterparts by electronic transmission shall be binding.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Order shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to its conflict of law principles.

This Order, including Schedule A and any other exhibits executed in connection herewith, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral. If any provision of this Order is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby.

14. AUTHORIZATION FOR PURCHASE ORDER

Purchaser hereby issues this Order as an official purchase order request for the acquisition of the Patent Assets described herein. By checking the box below, Purchaser certifies that the Purchase Price funds have been authorized in accordance with Purchaser's internal approval processes and that this Order may be presented to Seller for signature and initiation of Closing steps.

I certify that this purchase order is authorized.

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