Seller Trust Agreement

SELLER TRUST AGREEMENT

This Seller Trust Agreement (the Agreement) is entered into between Seller Name: and Trustee Name: on Effective Date: .

WHEREAS

WHEREAS, Seller desires to transfer and place certain assets and rights into a trust for the purpose of facilitating sale, management, or disposition of those assets in accordance with the terms set forth in this Agreement; and

WHEREAS, Trustee is willing to accept appointment and serve as trustee for the trust named Trust Name: , and to perform the duties and obligations described in this Agreement; and

WHEREAS, the parties intend that the trust created by this Agreement shall govern the holding, management, sale, and distribution of the Trust Assets described below and that the terms of this Agreement shall control the rights of the parties.

TRUST ASSETS

SCOPE OF WORK

Trustee Obligations: Trustee shall, subject to the terms and conditions of this Agreement, hold, manage, market, and, if appropriate, sell the Trust Assets for the benefit of Seller and/or designated beneficiaries in accordance with the instructions set forth herein and in any accompanying schedule delivered by Seller. Trustee shall exercise reasonable care, skill, and prudence in the performance of its duties and shall comply with applicable law.

PAYMENT TERMS

Consideration: Seller agrees to pay Trustee fees and reimbursements as set forth below in consideration for trustee services and any facilitation of sale or disposition of the Trust Assets.

Payment Method and Expenses: Trustee shall be reimbursed for reasonable out-of-pocket expenses incurred in connection with performance of duties upon submission of receipts or suitable documentation. All payments shall be made in U.S. currency unless the parties agree otherwise in writing.

TERM AND TERMINATION

Term: This Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated as provided below.

Termination for Convenience: Either party may terminate this Agreement without cause by providing written notice to the other party at least Notice Period (days): days prior to the effective date of termination. Termination shall not relieve either party of obligations accrued prior to the effective date of termination.

Termination for Cause: Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach, unless a shorter cure period is required under applicable law.

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public information disclosed by one party to the other relating to the Trust Assets, sales processes, pricing, financial data, contracts, proprietary procedures, and any information designated as confidential.

Obligation: Each party shall hold Confidential Information in strict confidence, shall not disclose it to third parties except to those employees, agents, or professional advisors with a need to know and who are bound by confidentiality obligations at least as protective as those herein, and shall use Confidential Information solely to perform obligations under this Agreement. The obligations of confidentiality shall survive termination of this Agreement for a period of five (5) years, except with respect to trade secrets which shall be protected to the extent allowable under applicable law.

Exceptions: Confidential Information does not include information that (a) is or becomes publicly available without breach of this Agreement; (b) was rightfully in the receiving party's possession without restriction prior to disclosure; (c) is rightfully received from a third party without a duty of confidentiality; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

REPRESENTATIONS AND WARRANTIES

Seller represents and warrants that Seller is the lawful owner of the Trust Assets, has full power and authority to place the Trust Assets into the trust, and that the transfer of such assets will not violate any agreement or applicable law. Trustee represents that it is duly authorized and has the capacity to serve as trustee and to carry out the duties described in this Agreement.

INDEMNIFICATION

Each party agrees to indemnify, defend, and hold harmless the other party and its officers, directors, employees and agents from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence, willful misconduct, or violation of law.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

ENTIRE AGREEMENT

This Agreement, including any schedules, exhibits, and written attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or modification of this Agreement shall be binding unless in writing and signed by both parties.

NOTICES

Notices shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail (return receipt requested), or delivered by nationally recognized overnight courier to the addresses set forth above or such other addresses as the parties may designate in writing.

MISCELLANEOUS

Severability: If any provision of this Agreement is held to be invalid or unenforceable under applicable law, such provision shall be struck and the remaining provisions shall remain in full force and effect. Waiver of any breach shall not constitute a waiver of any subsequent breach.

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 Trustee may assign its rights to an affiliate or successor in interest provided such assignee is capable of performing Trustee's obligations under this Agreement and expressly assumes such obligations in writing.

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