Seller's AVID Document

SELLER'S AVID DOCUMENT

Parties and Recitals

Seller Name:    Seller Address:

Buyer Name:    Transaction Effective Date:

WHEREAS, Seller owns, holds or has the authority to transfer the assets, property, rights and identifiers described in this Seller's AVID Document and wishes to furnish identify-and-verification information and certain disclosures to Buyer in connection with the contemplated transaction; and

WHEREAS, Buyer requires identification, verification and representations from Seller to proceed with due diligence and to effectuate transfer of the identified assets; and

WHEREAS, the parties intend that the representations, disclosures, verification procedures and related obligations set forth in this document form an integral part of the overall transaction documents;

Scope of Work and Verification

Seller certifies that the items identified above shall be accompanied by the following documents at closing (check all that apply):

Government-issued identification provided    Ownership, title or transfer documentation provided    Liens, encumbrance statements or releases provided

Payment Terms

Total Purchase Price: $    Deposit Amount: $

Method of Payment:

Late Payment Fee: If any scheduled payment is not received within days following the scheduled due date, interest will accrue at the rate of , calculated monthly, until paid in full.

Term and Termination

Term Commencement Date:    Term Expiration Date:

Either party may terminate this document for material breach by the other party upon days' prior written notice specifying the alleged breach and providing an opportunity to cure. Termination does not relieve obligations that accrued prior to termination.

Confidentiality

The parties acknowledge that in connection with the matters contemplated by this document, each party may disclose Confidential Information to the other. Confidential Information means non-public business, financial, technical or transactional information disclosed in any form. The receiving party shall (i) maintain the confidentiality of such information using at least the same degree of care it uses to protect its own confidential information, (ii) not use Confidential Information for any purpose other than performing obligations under this document, and (iii) not disclose Confidential Information to third parties except to permitted representatives who have a need to know and are bound by confidentiality obligations.

Confidentiality applies for a period of years from the Effective Date, except for information that (a) is or becomes public through no fault of the receiving party, (b) is independently developed without use of confidential disclosures, or (c) is required to be disclosed by applicable law, regulation or valid order of a court or government authority, in which case the disclosing party shall be notified promptly to permit protective measures where feasible.

Representations, Warranties and Indemnification

Seller represents and warrants that: (i) Seller is duly organized and has full right, title and authority to enter into this document and to sell or transfer the assets identified herein; (ii) the assets are free and clear of undisclosed liens, claims or encumbrances except as disclosed in the asset list; and (iii) all information and documents delivered to Buyer for verification are true, complete and not misleading in any material respect.

Seller shall indemnify, defend and hold harmless Buyer and its affiliates from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising from any breach of the foregoing representations or any untrue statement or omission in the documents provided by Seller.

Governing Law; Miscellaneous

This Seller's AVID Document shall be governed by and construed in accordance with the laws of the State of , without regard to conflict-of-law rules. Venue for any dispute arising hereunder shall be the state or federal courts located in that State, and the parties submit to personal jurisdiction therein.

If any provision of this document is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. No amendment, modification or waiver of any provision of this document shall be effective unless in writing and signed by both parties.

Entire Agreement: This document, together with any annexes, schedules and written attachments specifically incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings, oral or written.

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