AGREEMENT FOR PURCHASE OF TECHNOLOGY AND RELATED ASSETS

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (this Agreement), is dated as of
____________ ____________, 20______, and is made between __________________, a
__________________ corporation (Seller) and __________________, a
__________________ corporation (Purchaser).
For good and valuable consideration and intending to be legally bound hereby, Seller and
Purchaser agree as follows:
The following terms shall have the meanings specified below:
Intellectual Property means all intellectual property rights relating to the Products,
including, but not limited to, rights relating to trademarks, trade names, service marks, service
names, patents, utility models, copyrights, mask works, brand names, trade dress, product
designs and concepts, product packaging, product names, logos, slogans, trade secrets,
inventions (whether patentable or not), know-how, technology, trade secrets, confidential
information, and patents, and all pending applications and registrations for the foregoing, and the
right to sue for past infringement, if any, in connection with any of the foregoing.
Encumbrances means liens, encumbrances, claims or rights of any nature of any person
or entity.
Products means the __________________, [describe product] and all components
thereof.
Product Rights means all rights in and to the Products, including all Intellectual
Property.
Sellers Liabilities means any and all debts, liabilities and obligations of created or
permitted to exist by Seller, whether accrued or fixed, absolute or contingent, matured or
unmatured or determined or determinable, including those that relate to the Purchased Assets.
Trademarks means the trademarks and service marks used by Seller in connection with
the Products, including, without limitation the following trademarks: __________________
Transaction Documents means this Agreement, the Patent Assignment attached hereto
as Exhibit I, the Trademark Assignment attached hereto as Exhibit 2, and the License Agreement
attached hereto as Exhibit 3.
Capitalized terms not defined in this Section have the meaning assigned to such terms in
the body of this Agreement.

Purchase and Sale of Assets

Subject to the terms and conditions in this Agreement, Seller hereby sells to Purchaser,
free of all Encumbrances, and Purchaser hereby purchases from Seller, all of the Sellers assets
and rights that relate to the Products, including, but not limited to, the following (collectively, the
Purchased Assets):
(a)

The Product Rights;

(b)
All tooling that relate to the Products and the Product Rights, including, but not
limited to, extrusion, die cast, stamped and vinyl tooling, and all designs, molds and patterns
related thereto;
(c)
All marketing and promotional materials, documents, brochures and collateral
that relate to the Products and the Product Rights;
(d)
All instructions, drawings, photos, specifications, technical information and
blueprints that relate to the Products or the Product Rights;
(e)

All books and records relating to the Products and Product Rights;

(f)

All customer files relating to customers, suppliers and vendors;

(g)
All rights under any sales contract or purchase order or similar commitment to
purchase Products, all of which Seller represents and warrants are set forth in Section 2.1(a)(viii)
of the Disclosure Schedule and have been provided to Purchaser (collectively, Customer
Contracts); and
(h)

All goodwill associated with any of the foregoing.

The purchase price for the Purchased Assets is __________________ Dollars ($______)
(the Purchase Price). Purchaser has previously deposited with Seller __________________
Dollars ($______) as a good faith deposit towards the Purchase Price. Accordingly, Purchaser
shall wire transfer to Seller promptly upon execution of this Agreement the balance of
__________________ Dollars ($______).
Purchaser shall not assume any of Sellers Liabilities. Seller shall be solely liable for
performing and satisfying, at Sellers sole expense, all Sellers Liabilities.
Concurrently with this Agreement, Seller and Purchaser shall execute and deliver to each
other all of the Transaction Documents.

Seller hereby represents and warrants to Purchaser that:

Page 2 of 7

The execution, delivery and performance of this Agreement and the other Transaction
Documents by Seller does not and will not require any approval of, action by, filing with, or
notification to, any governmental agency.
Seller has developed or acquired the Purchased Assets and has manufactured, sold and
distributed the Products in accordance with all applicable laws and regulations, except as could
not have a Material Adverse Effect.
Intellectual Property.
(a)
Seller owns, free and clear of all Encumbrances, each and every item and element
of the Purchased Assets. Following the execution and delivery of this Agreement and the
Transaction Documents, Purchaser will have the exclusive, worldwide right to use and to exploit
for any and all purposes all of the Purchased Assets, free from any Encumbrances.
(b)
The Product Rights include all privileges and interests necessary to permit
Purchaser to manufacture, sell, distribute and otherwise exploit the Products and to grant third
parties the right do so.
(c)
Section 3.3(c) of the Disclosure Schedule attached hereto as Exhibit 4 (the
Disclosure Schedule) identifies and describes each of the patents and patent applications that
relate to the Products.
(d)
Section 3.3(d) of the Disclosure Schedule identifies and describes each of the
Trademarks and all registrations and applications for registration pertaining thereto. The
Trademarks comprise all of the trademarks and service marks used by Seller to identify the
Products.
(e)
Section 3.7(e) of the Disclosure Schedule identifies and describes each of the
copyrights that relate to the Products and all copyright registrations pertaining thereto.
(f)
No item or element of the Product Rights conflicts with, infringes upon or violates
any legal right of any other party.
(g)
No person or entity has any claim or interest in any of the Purchased Assets, or
any right to any Encumbrance in any of the Purchased Assets, whether such claim, interest, or
Encumbrance is absolute or contingent, matured or unmatured, determinable or undeterminable.
(h)
Except as set forth in Section 3.3(g) of the Disclosure Schedule, Seller has not
granted to any other party any license or right to use the Product Rights or to manufacture, sell or
distribute Products.
(i)
Except as set forth in Section 3.3(h) of the Disclosure Schedule, there have not
been in the past, and there are no current, actual or threatened disputes or disagreements over
Intellectual Property rights with respect to any item or element of the Purchased Assets, and

Page 3 of 7

Seller has not asserted any claim of infringement, misappropriation or misuse of any Purchased
Assets against any other party.
(a)
Section 3.4(a) of the Disclosure Schedule sets forth an accurate and complete
statement of all past and present written warranties and warranty policies of Seller for the
Products. All warranties for the Products are in conformity with the labeling and other
requirements of the Magnuson-Moss Warranty Act and other all applicable Laws.
(b)
Section 3.4(b) of the Disclosure Schedule sets forth an accurate and complete list
of all past and present claims received by Seller during the past three (3) years, arising from or
alleged to arise from any injury to person or property or economic damage as a result of the
ownership, possession or use of any Product manufactured, marketed, distributed, shipped or
sold prior to date of this Agreement, including all warranty repair claims.
(c)
There have been no recalls, and none is pending or (to the knowledge of Seller,
threatened), and to the knowledge of Seller, no report has been filed or is required to have been
filed with respect to any Products under the Consumer Products Safety Act, as amended, or
under any other law or regulation.
(d)
No circumstances exist involving the safety aspects of the Products which would
cause any obligation to report to any governmental agency and the design of the Products are
without defect of any kind.
Seller has not engaged the services of any broker, finder or investment banker in
connection with this Agreement.
The representations and warranties, and the Disclosure Schedule, made or delivered by
Seller in or pursuant to this Agreement do not contain any untrue statement of material fact or
omit to state a material fact required to be stated herein or therein or necessary to make the
statements and facts contained herein or therein, in light of the circumstances under which they
were made, not false or misleading.
Purchaser hereby represents and warrants to Seller as follows:
Purchaser has not engaged the services of any broker, finder or investment banker in
connection with this Agreement.
Seller agrees to perform all acts deemed necessary or desirable by Purchaser to permit
and assist it, at Purchasers expense, in evidencing, perfecting, obtaining, maintaining, defending
and enforcing Purchasers rights in the Purchased Assets. Such acts may include, but are not
limited to, describing the Purchased Assets in writing, executing documents and assisting or
cooperating in legal proceedings. Seller hereby irrevocably designates and appoints Purchaser
and its duly authorized officers and agents, as Sellers agents and attorneys-in-fact, with full
power of substitution, to act for and in behalf and instead of Seller, to execute and file any
documents and to do all other lawfully permitted acts to further the above purposes with the
same legal force and effect as if executed by Seller.

Page 4 of 7

Seller shall sell to Purchaser, as and when requested by Purchaser from time to time in
Purchasers discretion, all or any part of Sellers existing inventory of Products, including any
components parts and work-in-process, free and clear of any Encumbrance. The purchase price
for such inventory shall be Sellers direct cost to manufacture such inventory plus a mark-up of
__________________ (__ %). Prior to acceptance of any order by Seller and Purchaser, Seller
shall provide to Purchaser reasonable back-up documentation to substantiate Sellers direct costs,
which must be acceptable to Purchaser.
Seller shall provide to Purchaser, at no cost to Purchaser, up to ___ (___) hours of
engineering and/or CAD. design assistance per month as requested by Purchaser during the six
months following the date hereof to facilitate the transition of information and customer product
support. In addition, Seller shall provide to Purchaser, at no cost to Purchaser, ____ (__) days of
product training for Purchasers personnel at Sellers headquarters in __________________.
Seller shall be responsible for the payment of all sales, use and transfer taxes and fees
assessed or accrued in connection with the transfer of the Purchased Assets (except for fees
imposed by the United States Patent and Trademark Office in connection with the filing of the
Patent Assignment and the Trademark Assignment).
Seller shall not, and Seller shall cause its employees and contractors to not, use or divulge
any Confidential Information or use or permit to be used any Confidential Information for the
gain or benefit of any party other than Purchaser, except and to the extent permitted in the
License Agreement. As used herein, Confidential Information means any and all information
relating to the Purchased Assets, except to the extent that such information has entered the public
domain through no fault of Seller.
From and after the date of this Agreement, Seller shall refrain from offering or selling
Products (or products that are functionally interchangeable with the Products) anywhere in the
United States for a period of twenty-five years, except as expressly permitted under the License
Agreement. Seller acknowledges that this covenant is an essential part of the transaction
between Seller and Purchaser under this Agreement and that if Seller did not agree to this
covenant Purchaser would not have been willing to pay the purchase price to Seller. If a court
shall determine that this covenant is over-broad as to scope or duration, and therefore is
unenforceable, such court may reduce the scope or duration to the maximum geographic area or
duration as will be enforceable. Seller agrees that upon a breach or threatened by Seller of this
covenant, Purchaser will be entitled to injunctive relief without posting a bond, in addition to any
other remedy that may be available to Purchaser under applicable law. Nothing herein is
intended to waive or limit any rights of exclusivity concerning Products arising from any of the
Intellectual Property Rights.
Seller shall defend, indemnify and hold harmless Purchaser, and its respective officers,
directors, shareholders, employees, and representatives (the Purchaser Indemnified Parties),
against all claims, losses, liabilities, damages, deficiencies, costs and expenses, including
reasonable attorneys fees and expenses of investigation and defense, incurred or suffered by
Purchaser Indemnified Parties, or any of them as a result of (i) the breach of any representation

Page 5 of 7

or warranty made by Seller in this Agreement or the Transaction Documents or any claim made
by a third party that if true would constitute such breach, (ii) the breach of any covenant made by
Seller in this Agreement or the Transaction Documents or any claim made by a third party that if
true would constitute such breach and/or (iii) any Sellers Liabilities.
(a)
Claims Procedures. With respect to any claims falling within the scope of the
foregoing indemnifications: (a) Seller shall promptly notify the affected Purchaser Indemnified
Parties of and keep them fully advised with respect to the claims and the progress of any suits of
which they are not participating in the defense; (b) Seller shall assume, at its sole expense, the
defense of a claim or suit made or filed against Purchaser Indemnified Parties; (c) the affected
Purchaser Indemnified Parties shall have the right to participate, at their sole expense, in any suit
instituted against them and to approve any attorneys selected by Seller to defend them, provided
such approval shall not be unreasonably withheld or delayed; and (d) Seller shall not settle that
claim or suit without the prior written approval of the affected Purchaser Indemnified Parties,
provided such approval shall not be unreasonably withheld or delayed
All notices, requests, and other communications under this Agreement will be in writing
and will be deemed to have been duly given (a) on the date of service, if personally served; (b)
on the day of facsimile with same day first class mailing of both the original of the documents
and a proof of transmission; (c) on the day after mailing if sent by express overnight air courier
guaranteeing next day delivery with written evidence of delivery; or (d) five (5) days after the
date of mailing if mailed by registered or certified mail, return receipt requested, postage
prepaid, and addressed to the parties at the last known address of such party.
If any term or other provision of this Agreement is invalid, illegal or incapable of being
enforced by any law or public policy, all other terms and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal substance of the
transactions contemplated hereby is not affected in any manner materially adverse to Seller of
Purchaser.
This Agreement and the other Transaction Documents constitute the entire agreement of
Seller and Purchaser with respect to the subject matter hereof and thereof and supersedes all
prior agreements, written or oral, between Seller and Purchaser.
This Agreement may not be amended, restated, supplemented or otherwise modified
except by an instrument in writing signed by Seller and Purchaser.
Seller and Purchaser consent to the exclusive jurisdiction of the state and federal courts
sitting in __________________ in any action on a claim arising out of, under or in connection
with this Agreement or the other Transaction Documents or the transactions contemplated hereby
or thereby. Seller and Purchaser further agree that personal jurisdiction over it may be effected
by service of process by registered or certified mail addressed as provided in Section 7.1 and that
when so made shall be as if served upon it personally.
In the event that any dispute between Seller and Purchaser should result in litigation, the
prevailing party in that dispute shall be entitled to recover from the other party all reasonable

Page 6 of 7

fees, costs and expenses of enforcing any right of the prevailing party, including without
limitation, reasonable attorneys fees and expenses.
All Section headings are inserted only for convenience of reference and are not to be
considered in the interpretation or construction of any provision of this Agreement.
In the event any claim is made by Seller of Purchaser relating to any conflict, omission or
ambiguity in this Agreement or the other Transaction Documents, no presumption or burden of
proof or persuasion shall be implied by virtue of the fact that this Agreement or the other
Transaction Documents was prepared by or at the request of Seller or Purchaser or Sellers or
Purchasers counsel.
Each of Seller and Purchaser has caused its duly authorized officer to execute this
Agreement as of the date first written above.
SELLER:
__________________
By: __________________
Name: __________________
Title: __________________

PURCHASER:
__________________
By:__________________
Name:__________________
Title:__________________

__________________
DISCLOSURE SCHEDULE

Page 7 of 7