Seller Purchase Agreement

SELLER PURCHASE AGREEMENT

This Seller Purchase Agreement (the "Agreement") is entered into as of Effective Date: by and between Seller Name: with principal address: and Buyer Name: with principal address: . Seller and Buyer are sometimes individually referred to as a "Party" and collectively as the "Parties".

RECITALS

WHEREAS, Seller is the lawful owner of the assets described in Section 1.1 and has full authority to convey the same free and clear of liens and encumbrances except as expressly disclosed in this Agreement; and

WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, such assets on the terms and subject to the conditions set forth in this Agreement; and

WHEREAS, the Parties intend that the transfer effected by this Agreement be a complete sale and assignment of the assets identified herein, subject to the representations, warranties, covenants, and agreements contained in this Agreement.

NOW, THEREFORE

In consideration of the mutual covenants and agreements set forth below, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Assets" means all assets, rights, inventory, equipment, contracts, intellectual property, permits, and goodwill of Seller described as:

1.2 "Purchase Price" has the meaning set forth in Section 2.1. Other capitalized terms used in this Agreement shall have the meanings set forth in the body of this Agreement.

2. PURCHASE AND SALE

2.1 Purchase and Sale. Subject to the terms and conditions of this Agreement, Seller agrees to sell, transfer and assign to Buyer, and Buyer agrees to purchase and accept from Seller, all right, title and interest in and to the Assets, for the Purchase Price of $ (the "Purchase Price").

2.2 Deposit. Upon execution of this Agreement, Buyer shall deliver to Escrow Agent a deposit in the amount of $ to be held in accordance with the escrow instructions agreed by the Parties.

2.3 Payment of Purchase Price. The balance of the Purchase Price, after credit for the Deposit and any adjustments, shall be paid by Buyer at Closing by wire transfer of immediately available funds to the account designated by Seller or by other payment method agreed in writing by the Parties.

3. CLOSING

3.1 Closing Date and Location. The closing of the transactions contemplated by this Agreement (the "Closing") shall occur on Closing Date: at Closing Location: or at such other date, time and place as the Parties may mutually agree in writing.

3.2 Seller Deliverables. At Closing, Seller shall deliver: (a) a bill of sale and such other instruments of transfer as are reasonably necessary to transfer the Assets to Buyer; (b) payment of all documents required to convey marketable title free of undisclosed liens; and (c) certificates evidencing any consents, releases or approvals specifically required by this Agreement.

3.3 Buyer Deliverables. At Closing, Buyer shall deliver: (a) the balance of the Purchase Price; (b) any required assumptions of contracts or liabilities, if applicable; and (c) any certificates and other instruments required by law or reasonably requested by Seller to effect the transactions contemplated by this Agreement.

4. TITLE; TAXES; PRORATIONS

4.1 Title. Seller warrants that, upon conveyance at Closing, Buyer will receive good and marketable title to the Assets, free and clear of all liens, security interests and encumbrances, except for encumbrances expressly disclosed in writing prior to or at Closing.

4.2 Taxes and Prorations. All taxes, rents, utilities, fees and other amounts allocable to the Assets shall be prorated as of the Closing Date in accordance with customary accounting practices. Transfer taxes, if any, shall be paid by: .

5. REPRESENTATIONS AND WARRANTIES

5.1 Seller Representations. Seller represents and warrants to Buyer, as of the date of this Agreement and as of Closing, that: (a) Seller has full corporate or individual power and authority to enter into and perform this Agreement; (b) Seller is the sole legal and beneficial owner of the Assets and has good and marketable title, free and clear of undisclosed liens; (c) there is no litigation, claim, action or proceeding pending or threatened against Seller that would reasonably be expected to affect Seller's ability to perform this Agreement; and (d) to Seller's knowledge, the Assets are in the condition described in the Asset Description and free from material defects except as disclosed in writing.

5.2 Buyer Representations. Buyer represents and warrants to Seller that: (a) Buyer has full power and authority to execute and perform this Agreement; (b) the execution and delivery of this Agreement and the performance of Buyer's obligations will not violate any material agreement to which Buyer is a party; and (c) Buyer has sufficient funds available to consummate the transactions contemplated by this Agreement.

6. COVENANTS

6.1 Conduct Prior to Closing. From the date of this Agreement until the Closing, Seller shall operate the business associated with the Assets in the ordinary course and shall not, without the prior written consent of Buyer, sell, assign or otherwise dispose of any material Assets or enter into any material contract not in the ordinary course of business.

6.2 Access and Inspection. During the period prior to Closing, Buyer and its representatives shall have reasonable access to the Assets and related books and records upon reasonable notice for the purpose of inspection and due diligence, provided that Buyer shall not interfere with Seller's operations.

7. INDEMNIFICATION

7.1 Seller Indemnity. Seller shall indemnify, defend and hold harmless Buyer and its affiliates from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of any breach of Seller's representations, warranties or covenants contained in this Agreement or from liabilities related to the Assets arising prior to the Closing.

7.2 Buyer Indemnity. Buyer shall indemnify, defend and hold harmless Seller from and against any losses, claims or liabilities arising out of Buyer's ownership or operation of the Assets after the Closing, including breaches of Buyer's covenants or representations.

8. DEFAULT; REMEDIES

8.1 Events of Default. Each Party shall be in default if it fails to perform any material obligation under this Agreement and such failure remains uncured for a period of thirty (30) days after written notice from the non-defaulting Party, unless such failure is incapable of cure within such period and the defaulting Party has commenced and is diligently pursuing cure.

8.2 Remedies. In the event of a material default by Seller or Buyer, the non-defaulting Party shall be entitled to pursue all remedies available at law or in equity, including specific performance, damages and recovery of costs, except that any remedy available shall be subject to the limitations set forth elsewhere in this Agreement.

9. CONFIDENTIALITY

9.1 Confidential Information. Except as required by law, each Party shall hold in confidence and not disclose to any third party any confidential or proprietary information received from the other Party relating to the Assets or the terms of this Agreement, and shall use such information only for purposes of performing under this Agreement.

10. NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, by nationally recognized overnight courier, or by certified mail, return receipt requested, to the Party at the address below or at such other address as such Party shall specify by notice in writing.

11. MISCELLANEOUS

11.1 Governing Law. 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.

11.2 Entire Agreement. This Agreement, together with any schedules or exhibits executed by the Parties and incorporated hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

11.3 Severability. If any provision of this Agreement is held invalid, illegal or unenforceable for any reason, such holding shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

11.4 Amendments; Waiver. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. The failure or delay by either Party to exercise any right shall not operate as a waiver of such right.

11.5 Counterparts. This Agreement may be executed in two or more counterparts, each of which when executed shall be deemed an original but all of which together shall constitute one and the same instrument. Signatures transmitted by facsimile or electronic image shall be deemed to be originals.

12. ADDITIONAL PROVISIONS

REPRESENTATIONS RELATING TO ENTITY TYPE

Seller Entity Type: Individual Corporation Limited Liability Company Partnership Other:

Buyer Entity Type: Individual Corporation Limited Liability Company Partnership Other:

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