Seller Agreement Document

SELLER AGREEMENT DOCUMENT

This Seller Agreement (the "Agreement") is made as of by and between Seller Name: with principal address at ("Seller"), and Buyer Name: with principal address at ("Buyer"). Seller and Buyer are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Seller desires to sell and transfer certain goods and associated rights described herein to Buyer; and

WHEREAS, Buyer desires to purchase such goods and assume the obligations as set forth below upon the terms and subject to the conditions of this Agreement; and

WHEREAS, the Parties intend by this Agreement to effect a sale of specified tangible goods and related assets, and to allocate the purchase price and risk of loss as stated herein.

NOW, THEREFORE

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

1. DESCRIPTION OF GOODS AND ASSETS

1.1 Sale. Seller agrees to sell, transfer and deliver to Buyer, and Buyer agrees to purchase from Seller, the goods and assets described below (the "Goods").

2. PURCHASE PRICE; PAYMENT

2.1 Purchase Price. The purchase price for the Goods shall be $ (the "Purchase Price"), subject to adjustments expressly set forth in this Agreement.

3. CLOSING; DELIVERY; RISK OF LOSS

3.1 Closing. The closing of the transactions contemplated by this Agreement (the "Closing") shall occur on unless otherwise agreed in writing by the Parties.

3.2 Risk of Loss. Title and risk of loss or damage to the Goods shall pass to Buyer upon delivery to the location agreed for shipment or pick-up, except as otherwise set forth in the Delivery Terms. Seller shall bear the risk of loss prior to transfer of title and Buyer shall bear the risk thereafter.

4. INSPECTION; ACCEPTANCE

Buyer shall have the right to inspect the Goods within a reasonable period following delivery. If Buyer discovers nonconformity or defects, Buyer shall give written notice to Seller describing such defects. Failure to provide timely notice shall constitute acceptance of the Goods, except for latent defects that could not reasonably be discovered upon inspection.

5. REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer that: (a) Seller has good and marketable title to the Goods, free and clear of all liens, claims, encumbrances and security interests except as disclosed in writing to Buyer; (b) Seller has full power and authority to enter into and perform this Agreement and to transfer title to the Goods; (c) the Goods conform in all material respects to the Description of Goods and Assets and any applicable specifications set forth herein; and (d) Seller's execution and performance of this Agreement do not and will not violate any material agreement, order, law or regulation applicable to Seller.

6. REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller that: (a) Buyer has full power and authority to enter into and perform this Agreement; (b) Buyer has sufficient funds or financing to pay the Purchase Price in accordance with the Payment Terms; and (c) the execution and delivery of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of law or contract binding on Buyer.

7. TAXES; ALLOCATIONS

Unless otherwise agreed in writing, all sales, use, transfer, documentary, recording, and similar Taxes, fees, and charges arising from or attributable to the sale and transfer of the Goods shall be borne by Seller up to the Closing and borne by Buyer thereafter. Any allocation of the Purchase Price for tax reporting purposes shall be as set forth in a written allocation schedule signed by both Parties.

8. INDEMNIFICATION

Seller shall indemnify, defend and hold harmless Buyer and its affiliates, officers, directors and agents from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of (a) any breach of Seller's representations, warranties or covenants contained in this Agreement; (b) claims by third parties relating to Seller's ownership of the Goods prior to Closing; or (c) Seller's failure to pay any Taxes or obligations attributable to periods prior to Closing. Buyer shall indemnify Seller for breaches of Buyer's representations, warranties or covenants and for Buyer's use of the Goods after Closing.

9. LIMITATION OF LIABILITY

Except for obligations arising from fraud, willful misconduct, or indemnification for third-party claims under Section 8, neither Party shall be liable to the other for consequential, incidental, punitive or special damages, and the aggregate liability of either Party shall not exceed the Purchase Price paid hereunder.

10. CONFIDENTIALITY

Each Party shall keep confidential and shall not disclose to any third party any proprietary or confidential information received from the other Party in connection with this Agreement, except as required by law or as necessary to consummate the transactions contemplated hereby. Confidential information shall not include information that is or becomes public without breach of this Agreement.

11. NOTICES

All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered personally, sent by certified mail (return receipt requested), nationally recognized overnight courier, or by email with confirmation of delivery to the addresses set forth below (or to such other address as a Party may designate by notice to the other Party).

12. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended or modified only by a writing signed by both Parties. No waiver of any breach or default shall be deemed a waiver of any other right unless expressly set forth in writing. 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.

13. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.

14. MISCELLANEOUS

14.1 Assignment. Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, except that a Party may assign this Agreement in connection with a merger, sale of substantially all of its assets, or to an affiliate that assumes the assigning Party's obligations.

14.2 Further Assurances. Each Party shall execute and deliver such further instruments and take such further actions as may be reasonably necessary to effectuate the transactions contemplated by this Agreement.

SIGNATURES

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