Sale Terms Agreement

SALE TERMS AGREEMENT

This Sale Terms Agreement ("Agreement") is entered into as of by and between Seller Name: with principal place of business at Seller Address: , and Buyer Name: with principal place of business at Buyer Address: . Seller and Buyer are each a "Party" and together the "Parties."

RECITALS

WHEREAS, Seller is the lawful owner of the assets and/or goods described in Section 2 below and has the right to sell such assets; and

WHEREAS, Buyer desires to purchase and Seller desires to sell the described assets and/or goods on the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties intend for this Agreement to set forth the complete terms of the sale and allocation of risk, title, and payment obligations between the Parties.

NOW, THEREFORE

In consideration of the mutual covenants and agreements 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 "Purchased Items" means the goods and/or assets listed and described in Section 2. 1.2 "Purchase Price" means the aggregate consideration payable by Buyer to Seller as set forth in Section 3. 1.3 "Closing" means the transfer of title and delivery as described in Section 4.

2. DESCRIPTION OF PURCHASED ITEMS

3. PURCHASE PRICE AND PAYMENT

3.1 Purchase Price. Buyer shall pay Seller the total Purchase Price of $ (US dollars), subject to adjustments expressly provided in this Agreement.

3.2 Payment Terms. Buyer shall pay the Purchase Price as follows: Deposit of $ upon execution, with the balance due on or before . Payments shall be made by .

3.3 Late Payment. Any unpaid amount shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, calculated daily from the due date until paid.

4. DELIVERY, TITLE AND RISK OF LOSS

4.1 Delivery. Seller shall deliver the Purchased Items to Buyer at the agreed delivery location: on or before .

4.2 Transfer of Title and Risk. Title to the Purchased Items shall pass to Buyer upon Seller's issuance of a bill of sale and receipt of full payment in cleared funds. Risk of loss shall transfer to Buyer upon delivery as set forth in Section 4.1, except as otherwise agreed in writing.

5. INSPECTION; ACCEPTANCE

Buyer shall have a period of days from delivery to inspect the Purchased Items for conformity to the specifications described in Section 2. If Buyer fails to provide written notice of rejection within the inspection period, the Purchased Items shall be deemed accepted.

6. REPRESENTATIONS AND WARRANTIES

6.1 Seller Representations. Seller represents and warrants that: (a) Seller has good and marketable title to the Purchased Items, free and clear of all liens, encumbrances, and security interests except as disclosed in writing to Buyer; (b) Seller has full authority to enter into and perform this Agreement; and (c) to Seller's knowledge, the Purchased Items do not infringe any third party intellectual property rights.

6.2 Buyer Representations. Buyer represents that Buyer has the authority to purchase the Purchased Items and that the execution, delivery and performance of this Agreement by Buyer will not violate any agreement to which Buyer is a party.

6.3 DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 6.1, THE PURCHASED ITEMS ARE SOLD "AS IS" AND SELLER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, UNLESS EXPRESSLY STATED IN WRITING.

7. INDEMNIFICATION; LIMITATION OF LIABILITY

7.1 Indemnification by Seller. Seller shall indemnify and hold Buyer harmless from and against any loss, damage, liability or expense (including reasonable attorneys' fees) arising out of a breach of Seller's representations and warranties in Section 6.1 or any third-party claim based on Seller's failure to convey good title.

7.2 Limitation of Liability. Except for liability arising from Seller's willful misconduct or gross negligence, neither Party shall be liable to the other for consequential, incidental, special or punitive damages, and the aggregate liability of a Party for any claim arising out of this Agreement shall not exceed the Purchase Price paid hereunder.

8. TAXES AND COSTS

All sales, use, transfer, stamp and other taxes and duties arising from the sale or transfer of the Purchased Items shall be borne by Seller Buyer unless otherwise required by law. Each Party shall provide documentation reasonably requested to enable the other to claim any tax exemption.

9. CONFIDENTIALITY

Each Party shall treat as confidential all non-public information disclosed by the other Party in connection with the negotiation and performance of this Agreement and shall not disclose such information to third parties except as required by law or as necessary to enforce rights under this Agreement. This obligation shall survive termination for a period of two (2) years.

10. NOTICES

Notices under this Agreement shall be delivered to the addresses provided below by certified mail, nationally recognized overnight carrier, or by hand and shall be effective upon receipt.

11. AMENDMENTS; WAIVER; COUNTERPARTS

Any amendment or modification to this Agreement must be in writing and signed by both Parties. No waiver of any term shall be effective unless in writing and signed by the waiving Party. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

12. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law rules. The Parties submit to the exclusive jurisdiction of the state and federal courts located within that State for any dispute arising under this Agreement.

13. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and understandings, whether written or oral. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be severed and the remaining provisions shall remain in full force and effect.

14. MISCELLANEOUS

14.1 Assignment. Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, except that Buyer may assign to an affiliate or in connection with a financing to the extent the assignee assumes Buyer's obligations. 14.2 Relationship of the Parties. The Parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, or agency relationship.

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