Free Technology Sales Agreement

TECHNOLOGY SALES AGREEMENT

This Technology Sales Agreement (the “Agreement”) is made effective on this ____ day of _______________, 20________, by and between _________________________________ of __________________________________________________________ (the “Seller”), and __________________________________ of ______________________________________ (the “Buyer”).

SALES

Subject to the terms and conditions contained in this Agreement the Seller hereby sells and transfers to the Buyer the any and all of Seller’s right, title and interest in and to the following Technology _____________________________________ (the “Technology”) and any other rights associated thereto, including, without limitation, any intellectual property rights.

PAYMENT TERMS

In consideration for the sale and transfer of the Technology the Buyer agrees to pay the Seller the amount of $ __________________. This amount shall be paid within ___________________ business days from the date of this Agreement. In the event if Buyer fails to make the payment, this Agreement may be cancelled by the Seller at the Seller’s sole discretion.

DISCLAIMER

SELLER EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

REPRESENTATIONS AND WARRANTIES BY THE SELLER

a) The Seller has all necessary right, power and authorization to sign and perform all the obligations under this Agreement.

b) The Seller has the exclusive ownership of the Technology and there are no disputes with any third party over the proprietary rights to the Technology.

c) The execution and performance of this Agreement by the Seller will not constitute or result in a violation of any material agreement to which the Seller is a party.

INDEMNITY

The Buyer shall indemnify and hold harmless the Seller against all damages, losses or liabilities which may arise with respect to the Technology or its use or operation by the Buyer or by any other party.


ADDITIONAL DOCUMENTS

Seller agrees to cooperate with Purchaser and take any and all actions necessary to transfer and perfect the ownership of the Technology Registration from Seller to Buyer.

NOTICE

All notices required or permitted under this Agreement shall be deemed delivered when delivered in person or by mail, e-mail, postage prepaid, addressed to the appropriate party at the address shown for that party at the beginning of this Agreement.

ENTIRE AGREEMENT AND MODIFICATION

This Agreement constitutes the entire agreement between the parties. No modification or amendment of this Agreement shall be effective unless in writing and signed by both parties. This Agreement replaces any and all prior agreements between the parties.

INVALIDITY OR SEVERABILITY

If there is any conflict between any provision of this Agreement and any law, regulation or decree affecting this Agreement, the provision of this Agreement so affected shall be regarded as null and void and shall, where practicable, be curtailed and limited to the extent necessary to bring it within the requirements of such law, regulation or decree but otherwise it shall not render null and void other provisions of this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of ______________________.

ASSIGNMENT

The Buyer cannot sell, lease, transfer, or convey the Technology to any other party during the term of this Agreement.

Signed this ____ day of ________________________, 20_______.

Seller: ______________________________

By: ____________________________________

Buyer: ______________________________

By: ____________________________________