<p>ASSET PURCHASE AGREEMENT
This Asset Purchase Agreement (the "Agreement") dated [__________], 20[___], is by
and between [________], a [Delaware] corporation ("Seller") and [________] Inc., a [Delaware]
corporation ("Buyer"). Buyer desires to purchase, and Seller wishes to sell to Buyer the
Purchased Assets (as defined herein), subject to the terms and conditions set forth below.
Accordingly, Buyer and Seller agree as follows:
Article I
Purchase and Sale
Section 1.01 Purchase and Sale of Assets. Subject to the terms and conditions set forth herein,
Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from
Seller, all of Seller's right, title and interest in the assets related to the Seller's [______________]
business (such business, the "Purchased Business," and such assets, the "Purchased Assets"),
free and clear of any mortgage, pledge, lien, charge, security interest, claim or other
encumbrance ("Encumbrance"). The Purchased Assets constitute all of the assets necessary to
conduct the Purchased Business in the manner currently conducted by Seller. The Purchased
Assets shall include, without limitation, the following relating to the Purchased Business:
(a) all proprietary software, firmware and hardware together with any works in progress,
updates, upgrades and improvements;
(b) all assets, rights, tangible and intangible property used in or relating to the Purchased
Business, including specifically but without limitation, all patents, patent applications, patents
pending, and any rights related thereto;
(c) licenses;
(d) computer equipment, software, data, email addresses and accounts used in the
Purchased Business;
(e) such books and records as are necessary to conduct the business of the Purchased
Business exactly as it is now being conducted;
(f) internet protocol addresses, trade names, trademarks and service marks, mark
registrations and applications, domain name registrations, web sites and related content, images
and designs, copyrights