ASSET PURCHASE AGREEMENT

THIS AGREEMENT is made this [Date] by and between [Patent Cooperative Trust], a [Type of Organization] with offices at [Address] (“PCT”), and [Intellectual Property Company], a [Type of Organization] with offices at [Address] (the “Intellectual Property Buyer”).

W I T N E S S E T H:

WHEREAS, PCT operates a corporate training business which, among other things, publishes print materials, videos and interactive computer software covering a variety of topics. In connection with its safety training line of business, PCT has developed an online business which includes three Internet web sites which have become landing pages for safety industry personnel and which offer gateway-type services such as a career page, safety forum, product showcase and a safety-related search engine (the “Web Business”).

WHEREAS, the PCT desires to sell, and Intellectual Property Buyer desires to buy, certain assets of the PCT associated with the Web Business upon the terms described below.

WHEREAS, the parties hereto agree that PCT shall not compete with Intellectual Property Buyer except that PCT shall be permitted to continue the operations that are not purchased by Intellectual Property Buyer in accordance with the terms set forth below.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereto agree as follows:

1. PURCHASE AND SALE AGREEMENT
A. Sale and Purchase of Assets. Subject to the terms and conditions set forth in this Agreement, PCT hereby sells, assigns, transfers and delivers to Intellectual Property Buyer, and Intellectual Property Buyer hereby purchases, acquires and takes assignment and delivery of, the following assets (the “Assets”), and all of PCT’s right, title and interest therein and thereto, free and clear of all mortgages, liens, pledges, security interests, charges, claims, restrictions and encumbrances of any nature whatsoever:

1. Any rights (including any rights to Intellectual Property (as defined below)) of PCT and any direct or indirect subsidiary of PCT to the URL, site and content (including, without limitation, text and graphics) of the Web Business;

2. Any rights of PCT and any direct or indirect subsidiary of PCT to software programs, modules, routines, data, text or graphic files, source or object codes and other components of the Web Business used in operation of the Web Business, or in the process of being developed, by, or on behalf of, the PCT for use in the Web Business;

3. Any rights of PCT and any direct or indirect subsidiary of PCT in and under the agreements and contracts listed in Schedule A attached hereto (the “Purchased Contracts”);

4. Any rights of PCT and any direct or indirect subsidiary of PCT to all information and records maintained by the PCT (in electronic or paper format) pertaining to customers and/or visitors of the Web Business including, without limitation, principal contacts, email and street addresses, telephone numbers, personal information, and purchasing history of such customers or visitors; provided, that the PCT shall be permitted to retain copies of such information for any use in its continuing businesses not inconsistent with Section 6; and

5. Any rights of PCT and any direct or indirect subsidiary of PCT to the trade names, trade dress, trademarks and service marks used on the Web Business’s web sites and as set forth on Schedule B attached hereto and the goodwill associated therewith. Intellectual Property Buyer acknowledges that this sale specifically excludes, inter alia, those items identified or referred to in Schedule A attached hereto.

B. Assumed Obligations. At the Closing, Intellectual Property Buyer shall assume, and agree to pay, perform, fulfill and discharge all obligations of PCT (the “Assumed Obligations”) required to be performed after the Closing (excluding payment obligations for goods or services the performance or delivery of which is initiated prior to the Closing Date) under any of the contracts and agreements set forth in Schedule A hereto (the “Assumed Contracts”), except where (i) such obligations have arisen in contravention of this Agreement or (ii) such obligations arise or have arisen out of any claim, lawsuit, investigation, proceeding, arbitration or other dispute relating to an act or omission taken or occurring prior to Closing.

C. No Other Liabilities Assumed. Intellectual Property Buyer shall not and does not hereby assume any liability or obligation or PCT, known or unknown, contingent or otherwise, asserted or unasserted, other than as specifically set forth in Section 1(B), above. Nothing contained herein shall cause the Intellectual Property Buyer to assume (a) any liabilities or obligations arising out of the conduct of the Web Business prior to the Closing, whether known or unknown on the Closing Date; (b) any liabilities or obligations arising out of any provision of any agreement, contract, commitment or lease of the PCT, other than any liability or obligation under the Assumed Contracts arising and to be performed after the Closing; (c) any federal, state or local income or other tax: (i) payable with respect to the business, assets, properties or operations of the PCT or any member of any affiliated group of which PCT is a member, or (ii) incident to or arising as a consequence of the negotiation or consummation by the PCT or any member of any affiliated group of which PCT is a member of this Agreement and the transactions contemplated hereby; (d) any liability or obligation under or in connection with any assets not included in the Assets; (e) any employment-related liability or obligation arising prior to or as a result of the Closing to any employees, agents or independent contractors of the PCT, whether or not employed by the Intellectual Property Buyer after the Closing, or under any benefit arrangement with respect thereto; or (f) any liability or obligation of the PCT arising or incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby and fees and expenses of counsel, accountants and other experts.

D. Consideration.

1. Monetary Consideration. The aggregate monetary consideration to be paid by Intellectual Property Buyer to PCT for the Assets and by Intellectual Property Buyer to PCT for the covenant not to compete (the “Non-Compete Covenant”) set forth in Section 6, below, shall be [Amount] (the “Purchase Price”) and shall be payable as follows: on the Closing Date, the Intellectual Property Buyer shall deliver the Purchase Price by certified or bank cashier’s check or wire transfer of immediately available funds to such account as PCT shall designate (the “Closing Payment”).

2. Non-monetary Consideration. As additional consideration to PCT for the Assets and the Non-Compete Covenant, Intellectual Property Buyer shall (i) assume the Assumed Obligations and (ii) deliver to PCT at Closing an advertising contract, in substantially the form set forth in Exhibit B attached hereto (the “Advertising Contract”).

3. Allocation. Each of the parties hereto agrees and acknowledges that the transactions contemplated herein do not constitute an “applicable asset acquisition” within the meaning of such term as set forth in Section 1060 of the Internal Revenue Code of 1986, as amended.

4. Freeware. PCT and Intellectual Property Buyer hereby agree that the consideration paid by Intellectual Property Buyer hereunder shall not be applied to, and is not in consideration for, any freeware acquired by Intellectual Property Buyer under the terms of this Agreement.

2. CLOSING
The closing of the purchase and sale of the Assets (the “Closing”) shall take place at [time] on [date] (the “Closing Date”) at [location of closing] or at such other date and time as the parties may mutually agree in writing. The Closing shall be consummated by facsimile transmission. The parties shall transmit facsimile copies of all executed documents required to be executed pursuant to this Agreement and mail via overnight courier [number] ([#]) executed originals of each document to the offices of counsel for each of the respective parties. The Closing shall be effective as of 11:59 p.m., Eastern Time, on the Closing Date. At the Closing, subject to the terms and conditions herein contained, the following shall occur:

A. Deliveries by the PCT at the Closing. The PCT shall deliver to the Intellectual Property Buyer any instruments and documents of conveyance and transfer, in a form reasonably satisfactory to Intellectual Property Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Intellectual Property Buyer all of the PCT’s right, title and interest in and to the Assets (including UCC partial releases in connection with the release of all liens against the Assets, if any), and simultaneously with such delivery, all steps will be taken as may be required to put the Intellectual Property Buyer in actual possession and operating control of the Assets.

B. Deliveries by the Intellectual Property Buyer at the Closing. On the Closing Date, the Intellectual Property Buyer shall deliver the Note and the Advertising Contract to PCT and shall deliver the Closing Payments to PCT.

3. REPRESENTATIONS AND WARRANTIES OF
THE PCT
PCT represents and warrants to and agrees with the Intellectual Property Buyer as follows:

A. Organization, Good Standing and Share Ownership. PCT is a corporation duly incorporated, validly existing and in good standing under the laws of the State of [State] and has all requisite corporate power and authority to own, lease and operate its properties and to carry on the Web Business as now being conducted. PCT has delivered to Intellectual Property Buyer true and complete copies of the Certificate or Articles of Incorporation and Bylaws of PCT. No person owns beneficially more than [number]% of the outstanding capital stock of PCT.

B. Chief Executive Office. The principal place of business and chief executive office of the PCT is located in [City], [State].

C. Authority and Compliance. The PCT has full power and lawful authority to execute and deliver this Agreement and to consummate and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the PCT and constitutes the legal, valid and binding obligation of the PCT, enforceable in accordance with its terms, except as enforceability may be limited by laws of general application relating to bankruptcy, reorganization, moratorium, insolvency and debtors’ relief and similar laws affecting the enforcement of creditors’ rights, and by general principles of equity (“Debtors’ Rights”). Neither the execution and delivery of this Agreement by the PCT nor the consummation and performance of the transactions contemplated hereby (a) will conflict with or violate any agreement to which the PCT is a party or by which it is bound or any federal, state, local or other governmental law or ordinance or (b) will require the authorization, approval or consent by, or any notice to or filing with, any third party, except for such authorizations, approvals and consents which, if not granted or obtained, would not in the aggregate have a material adverse effect on the condition of the Assets or the Web Business including, without limitation, the consent of any third parties under any of the agreements listed on Schedule A.

D. Financial Statements. The PCT has delivered to Intellectual Property Buyer (i) audited financial statements (including without limitation, the balance sheet, income statement and statement of cash flows) of the PCT for the year ended [date], and (ii) unaudited statement of revenues for the Web Business for the year ended [date] and for the nine-month period ended [date] (collectively, the “Financial Statements”). The Financial Statements present fairly the revenues of PCT and the Web Business, as applicable, for the periods indicated.

E. No Material Changes. Since [date] there has not been (a) any material adverse change in the Assets or the operations or condition (financial or otherwise) of the Web Business or of the PCT; or (b) any actual or threatened trouble or disruption of the PCT’s relations with the Web Business’s agents, customers or suppliers. Since [date], the PCT has conducted the Web Business only in the ordinary course consistent with past practice, has not incurred any material liabilities, and has not entered into any transaction, contract or arrangement, or made any payment or distribution except in ordinary course of business, consistent with past practice.

F. Advertising Contracts. Attached hereto as Schedule C is a true, correct and complete list of all the advertising contracts related to the Web Business under which there are unbilled, partially billed or unfulfilled obligations owing from a third party to PCT and included in such schedule shall be the name of the parties to such contract, a brief description of such contract, the amount billed to any third party by PCT as of the Closing Date, term of such contract, and the amount unbilled and the obligations unfulfilled as of the Closing Date.

G. Assets. The PCT has good, valid and marketable title to, valid leasehold interests in, or valid licenses to use, all of the Assets, free and clear of all liens, pledges, mortgages, security interests, claims or encumbrances of any nature whatsoever except for Permitted Encumbrances (as defined below). All of the Assets are (a) in good operating condition and repair (subject only to ordinary wear and tear), (b) are usable in the ordinary course of the Web Business consistent with past practice and (c) are in the possession or under the control of the PCT. As used in this Agreement, “Permitted Encumbrances” shall mean liens on the Assets to secure taxes, assessments and other governmental charges or claims for labor, material or supplies in respect of obligations not overdue. This Section shall not apply to Intellectual Property, all of which is subject to Section 3(J), below.

H. Contracts. True and complete copies of all Assumed Contracts and all Purchased Contracts have been delivered to Intellectual Property Buyer and each Assumed Contract and each Purchased Contract is a valid and binding obligation in full force and effect in accordance with its respective terms with respect to the PCT (as applicable) and is valid and binding obligation in full force and effect in accordance with its respective terms with respect to any other party thereto, except as the enforceability may be limited by Debtors’ Rights. The PCT is not in material default under any of the Assumed Contracts or any of the Purchased Contracts and to PCT’s knowledge no third party is in material default under any of the Assumed Contracts or any of the Purchased Contracts.

I. Legal Proceedings and Compliance with Laws. There are no disputes, claims, actions, suits, arbitral proceedings or investigations pending or, to the PCT’s knowledge, threatened against or affecting the Web Business or the Assets. The PCT does not have any knowledge of any state of facts that might reasonably form the basis of any claim, liability or litigation against the PCT affecting the Web Business or the Assets. The conduct of the Web Business by the PCT, and its use of the Assets, are in material compliance with all applicable federal, state, local or other governmental laws, ordinances, codes, rules and regulations. The PCT owns or possesses in the operation of the Web Business all franchises, licenses, permits, consents, approvals, rights, waivers and other authorizations, governmental or otherwise, which are necessary for it to conduct its business as now conducted; the PCT is not in default, nor has it received any notice of any claim or default, thereunder or any notice of any other claim or proceeding or threatened proceeding relating thereto; and neither the execution or delivery of this Agreement nor the consummation of the transactions contemplated hereby will require any notice or consent thereunder or have any material adverse effect thereon.

J. Intellectual Property. Except as set forth herein, (i) the PCT owns (or has adequate rights to use pursuant to license, sublicense, agreement or permission) all patents, trademarks, trade names, service marks, copyrights, software, trade secrets or know-how (collectively, “Intellectual Property”) used by the PCT in the Web Business free and clear of any lien, mortgage, security interest, pledge, restriction, defect of title or other claim, charge or encumbrance; (ii) in connection with the operation of the Web Business, the PCT does not infringe upon or unlawfully or wrongfully use any material Intellectual Property owned or claimed by any other person or entity; (iii) the PCT owns or has the lawful right to use all Intellectual Property that is used in the operation of the Web Business in the ordinary course or otherwise; (iv) the PCT is not in default under, and has not received any notice of any claim of infringement or any other claim or proceeding relating to any of the Intellectual Property; or (v) no present or former employee of the PCT and no other person owns or has any proprietary, financial or other interest, direct or indirect, in whole or in part, in any of the Intellectual Property, or in any application therefor, which the PCT owns, possesses or uses in its operations as now or heretofore conducted. Notwithstanding anything in this Agreement to the contrary, PCT (a) does not own any registered marks other than the [list marks] trade/service mark and (b) owns the domain names [list domain names].

K. Operational Elements. Except as set forth herein, the Assets include any and all rights for software programs, modules, routines, data, text or graphic files, source or object codes and other components of the Web Business’s web sites which are used in the operation of any of the Web Business’s web sites and such operational elements shall include all written or electronic documentation which is in the possession of PCT.

L. Benefit Plans. [Third Party Individual] is not a participant or member of any employee benefit plan sponsored or maintained by the PCT or any direct or indirect subsidiary of PCT.

M. Consents and Approvals of Governmental Authorities. No consent, approval or authorization of, or declaration, filing or registration with, any court or other governmental or regulatory authority, agency, commission, or other entity, domestic or foreign is required to be made or obtained by the PCT in connection with the execution, delivery and performance of this Agreement by the PCT or the consummation of the sale of the Assets to the Intellectual Property Buyer.

N. Undisclosed Liabilities. None of the Assets are subject to any liability, indebtedness, obligation or claim of any type, whether accrued, absolute, contingent, matured or unmatured (“Liabilities”), except those Liabilities arising in the ordinary course of business consistent with past practice under any contract specifically disclosed in Schedule A to this Agreement.

O. Tax Returns. All material federal, state, local, foreign or other governmental income, profit and franchise, gross receipts, sales, use, intangibles, inventory, capital stock, ad valorem, transfer, employment, payroll, withholding, occupation, property, license, stamp and excise taxes, custom duties or other taxes, fees, assessments or charges whatsoever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto due with respect to the PCT which could result in any lien or encumbrance on the Assets, have been fully paid by the PCT.

P. Customers. The PCT currently maintains, good working relationships with all of the customers and suppliers of the Web Business. No current customer or supplier of the Web Business has given the PCT notice terminating, canceling or threatening to terminate or cancel any contract (including, without limitation, any of the Assumed Contracts or the Purchased Contracts) or relationship with the PCT.

Q. Transactions with Affiliates. Neither the PCT nor any affiliate of the PCT nor any member of his or her immediate family, owns or has a controlling ownership interest in any corporation or other entity that is a party to any Assumed Contract or any Purchased Contract. All disclosed transactions, if any, between the PCT, or an affiliate thereof have been on substantially the same terms and conditions as similar transactions between non-affiliated parties and are properly recorded on the books and records of the PCT.

R. Disclosure. No representation or warranty hereunder or information contained in any Schedule or any certificate, statement or other document delivered by the PCT in connection herewith contains any untrue statement of material fact or omits to state a material fact necessary in order to make the statements contained therein or herein not misleading. There is no fact known to the PCT which might materially and adversely affect the Web Business or the Assets which has not been disclosed to the Intellectual Property Buyer in this Agreement or a certificate, statement or other document delivered by the PCT.

S. Confidentiality. The PCT shall not make any public statements, including without limitation, any press releases, with respect to this Agreement and the transactions contemplated hereby without the prior consent of the Intellectual Property Buyer, except as may be required by law.

4. REPRESENTATIONS AND WARRANTIES OF
THE INTELLECTUAL PROPERTY BUYER
The Intellectual Property Buyer represents and warrants to and agrees with the PCT as follows:

A. Organization and Good Standing. The Intellectual Property Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of [State]. The Intellectual Property Buyer has full corporate power and authority to conduct its business as now conducted and to own and operate the assets and properties now owned and operated by it.

B. Authority and Compliance. The Intellectual Property Buyer has full power and lawful authority to execute and deliver this Agreement and to consummate and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Intellectual Property Buyer and constitutes the legal, valid and binding obligation of the Intellectual Property Buyer, enforceable in accordance with its terms. Neither the execution and delivery of this Agreement by the Intellectual Property Buyer nor the consummation and performance of the transactions contemplated hereby (a) will conflict with or violate the Articles of Incorporation or Bylaws of the Intellectual Property Buyer or any agreement to which the Intellectual Property Buyer is a party or by which it is bound or any federal, state, local or other governmental law or ordinance or (b) will require the authorization, approval or consent by, or any notice to or filing with, any third party.

5. LICENSE
Intellectual Property Buyer hereby grants PCT a non-exclusive, non-transferable, irrevocable, royalty-free license in perpetuity to use the source codes described in Section 1 in PCT’s continuing businesses in a manner consistent with Section 6.

6. NON-COMPETITION COVENANT
A. Non-compete.

1. For a period of [number] years from and after the Closing Date, the PCT hereby agrees that it will not directly or indirectly own, manage, operate, finance, join, control or participate in the ownership, management, operation, financing or control of, or be connected as an officer, employee, partner, principal, agent, representative, consultant or otherwise with any business that engages in any of the following activities (the “Restricted Activities”):

(a) is engaged in the selling of advertising on or sponsorships rights to web sites;

(b) is engaged in owning, servicing or maintaining a safety industry landing page which is, or may be, used by safety industry professionals as a gateway to the Internet; or

(c) is engaged in offering gateway type services to businesses and/or individuals associated with the safety industry, including, without limitation, such services as a career page, safety forum, product showcase, safety search or similar type service; provided, however, that the definition of Restricted Activities shall not include (a) any online activities or services not specifically enumerated above which PCT may use to support any of its current or future businesses and assets which are not being purchased by Intellectual Property Buyer, such as the posting of news and links to publications, organizations or associations, maintaining chat rooms and bookstores, hosting chats with industry experts, providing training and education services (including distribution of training materials via the Internet), and supporting the sale of PCT’s products and products distributed by PCT, including, for example the activities currently conducted through PCT’s web site and its “Safety Currents” and “Health Trends” online newsletters and (b) any other activity not specifically enumerated above.

2. The PCT acknowledges and understands that (a) the Intellectual Property Buyer is and will be relying upon the agreements made by the PCT in this Section in entering into this Agreement and consummating the transactions contemplated hereby and (b) the restrictions contained in this Section are reasonable and necessary to protect the legitimate interests of the Intellectual Property Buyer, and that any violation will result in irreparable injury to the Intellectual Property Buyer.

3. The PCT agrees that the Intellectual Property Buyer shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of this Section, which rights shall be cumulative and in addition to any other rights or remedies to which the Intellectual Property Buyer may be entitled. In the event that any of the provisions of this Section should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable law.

B. Best Efforts. Subject to the respective rights and obligations of the PCT and the Intellectual Property Buyer under this Agreement, each party shall use its best efforts to cause the transactions contemplated by this Agreement to be consummated in accordance with Section 2, above.

C. Assignment of Contracts. If any required consent to the assignment of any of the Assumed Contracts or the Purchased Contracts is not obtained or if an attempted assignment thereof would be ineffective, the PCT and the Intellectual Property Buyer shall cooperate to provide the Intellectual Property Buyer with the benefits and obligations thereunder in accordance with such agreement until such consent or effective assignment can be obtained.

D. Re-Naming of the Company. The PCT shall take all steps necessary to change any trade names pursuant to which it conducts its business, to a name dissimilar to the name by which the Web Business is known and will file as promptly as practicable in all jurisdictions in which it is qualified to do business, any documents necessary to reflect such change.

E. Transition of the Web Business. The Intellectual Property Buyer and the PCT shall use commercially reasonable efforts to cooperate in an orderly transition of the Web Business and transfer of the Assets to the Intellectual Property Buyer. Without limiting the generality of the foregoing, PCT will cooperate with Intellectual Property Buyer in migrating the contents and functionality of the Web Business’s web site from computer systems owned or maintained by PCT to such computer systems as Intellectual Property Buyer shall direct.

F. Software Licensing Agreements. Until the transition of the Web Business has been accomplished to the satisfaction of Intellectual Property Buyer or [number] days after the Closing Date, whichever occurs first, PCT hereby agrees (i) not to terminate any and all software licensing agreements used by PCT in the Web Business under which PCT is the licensee, and (ii) to maintain the existing content and functionality of the Web Business’s web sites.

7. INDEMNIFICATION
A. Survival. All of the representations, warranties, covenants and obligations contained in this Agreement or in any instrument or document delivered pursuant to this Agreement shall survive the execution of this Agreement and the Closing, notwithstanding any investigation heretofore or hereafter made by or on behalf of any party hereto; provided, however, that all representations and warranties contained in this Agreement, and the obligations of PCT and Intellectual Property Buyer to indemnify each other for breaches thereof as set forth in this Section, shall survive and continue for, and all indemnification claims with respect thereto shall be made within, one year following the Closing Date, except for (i) the indemnification obligations related to this Section which shall survive until expiration of the applicable statute of limitations, and (ii) the representations, warranties and related indemnification obligations for which notice of an indemnification claim shall have been received as of the end of the applicable period referred to in this Section, which shall survive with respect to such indemnification claim until the final disposition thereof.

B. Indemnification by the PCT. The PCT shall reimburse and indemnify and hold the Intellectual Property Buyer and each of its directors, officers, shareholders, employees, representatives and agents (collectively, the “Intellectual Property Buyer Parties”) harmless against and in respect of any and all damage, loss, liability, deficiency, settlement payments, costs, levies, expenses or obligations, whether or not the result of a third party claim (collectively, “Damages”), in connection, resulting from or relating to:

1. any and all liabilities or obligations of any nature whatsoever of or relating to claims for federal, state, local, foreign or other taxes assessed against Intellectual Property Buyer, the Web Business or the Assets, which arise out of or are related to PCT’s operation or conduct of the Web Business prior to the Closing, and not specifically assumed by Intellectual Property Buyer hereunder.

2. any and all liabilities or obligations of any nature whatsoever of or relating to the PCT, or relating to or arising out of the Assets (prior to the Closing Date), the PCT’s operations or the Web Business or the actions of the PCT’s officers, employees, representatives or agents, except for those liabilities and obligations arising under the Assumed Obligations following the Closing;

3. any misrepresentation, breach of warranty or nonfulfillment of any covenant or agreement on the part of the PCT under this Agreement;

4. the parties’ failure to comply with any bulk sales law or similar laws in any applicable jurisdiction in respect of the transactions contemplated by this Agreement or any action brought or levy made as a result thereof;

5. any and all actions, suits, claims, allegations, proceedings, investigations, audits, demands, assessments, fines, judgments, settlements, levies, costs and other expenses (including without limitation reasonable audit and legal fees) incident to any of the foregoing; and

6. any claim that any content provided by PCT for use on any of the Intellectual Property Buyer’s web sites constitutes a defamation or invasion of the right of privacy or publicity, or infringement of the copyright, trademark or other intellectual property right, of any third party.

C. Indemnification by the Intellectual Property Buyer. The Intellectual Property Buyer shall reimburse and indemnify and hold the PCT and each of its directors, officers, shareholders, employees, representatives and agents (collectively, the “PCT Parties”) harmless against and in respect of any Damages in connection, resulting from or relating to:

1. any misrepresentation, breach of warranty or nonfulfillment of any covenant or agreement on the part of the Intellectual Property Buyer under this Agreement; and

2. any and all actions, suits, claims, allegations, proceedings, investigations, audits, demands, assessments, fines, judgments, settlements, levies, costs and other expenses (including without limitation reasonable audit and legal fees) incident to the foregoing.

D. Limitation on Indemnification. Except for the specific exceptions contained in this Section, the indemnification obligations of the PCT and the Intellectual Property Buyer shall be limited as follows:

1. Neither the PCT Parties nor the Intellectual Property Buyer Parties shall be entitled to seek indemnification under this Section until the aggregate of all Damages incurred by such parties exceeds $[amount] (the “Basket Amount”). Once the Basket Amount has been exceeded, the indemnifying party shall be liable to the indemnified parties for the full amount of such Damages; and

2. Neither the PCT nor the Intellectual Property Buyer shall be liable for payments of indemnification under this Section in an aggregate amount greater than $[amount]; provided, however, that, notwithstanding anything contained herein to the contrary, the limitations on the indemnification obligations of the parties hereto contained in this Section shall not apply with respect to Damages arising under (i) fraud or fraud in the inducement or (ii) the intentional breach of any covenant or agreement contained herein.

E. Procedure for Indemnification. If any claim is made against a party (an “indemnified party”) that, if sustained, would give rise to a liability of another party (the “indemnifying party”) under this Agreement, the indemnified party shall promptly cause notice of the claim to be delivered to the indemnifying party along with all of the facts, information or materials relating to such claim of which the indemnified party is aware and shall afford the indemnifying party and its counsel, at the indemnifying party’s sole expense, the opportunity to defend or settle the claim.

1. The indemnifying party shall have [number] business days after delivery thereof to elect, in writing to the indemnified party, to defend or settle the claim, exercising reasonable business judgment, at its own expense. Until written notice electing to defend or settle any claim that, if sustained, would give rise to a liability under this Agreement, the indemnified party may take, at the expense of the indemnifying party, any action it reasonably believes necessary to preserve its rights with respect to such claim, after promptly notifying the indemnifying party of its intention to take such action and the indemnifying party does not elect to take such other action.

2. If the indemnifying party shall so elect to defend or settle the claim, the indemnifying party may not settle such claim without the prior written consent of the indemnified party; provided that, if the indemnified party does not consent to such a settlement, the indemnifying party’s liability to indemnify the indemnified party for such claim shall be limited to the expenses and costs reasonably necessary to preserve its rights to such claim (other than any costs of counsel retained by the indemnified party solely to monitor the indemnifying party’s obligations hereunder) that the indemnified party has incurred up to the time of the proposed settlement plus the amount of the proposed settlement. The indemnified party agrees to use commercially reasonable efforts to cooperate with the indemnifying party in defending any claim, at the indemnifying party’s expense.

3. If the indemnifying party shall fail to so elect to defend or settle such claim (exercising reasonable business judgment) at its own expense, within [number] days of delivery of notice of the claim, or otherwise so fail to defend or settle the claim, the indemnified party shall have the right, but not the obligation, to undertake the defense of and to settle (exercising reasonable business judgment) the claim on behalf, for the account and at the risk, of the so failing party. The indemnified party shall use commercially reasonable efforts to settle any such claim at commercially reasonable amounts determined in good faith by the indemnifying party.

4. In the event the indemnified party should have a claim against the indemnifying party that does not involve a claim or demand by a third party, the indemnified party shall promptly cause notice of such claim to be delivered to the indemnifying party. The indemnifying party shall have [number] business days after delivery thereof to elect, in writing to the indemnified party, to defend or settle the claim, exercising reasonable business judgment, at its own expense. If the indemnifying party does not notify the indemnified party within [number] days after the indemnified party’s notice that it disputes such claim, the amount of such claim shall be conclusively deemed as a liability of the indemnifying party. If the indemnifying party disputes such claim, the indemnifying party and the indemnified party shall attempt in good faith for a period of [number] days to settle any such dispute.

F. Other Remedies. The indemnity of this Section shall be the exclusive remedy of any party for a breach, misrepresentation, nonfulfillment, or default in the performance of the representations, warranties, covenants, or agreements of this Agreement or any certificate, exhibit, or schedule contemplated hereby, except in the event of actual fraud or fraud in the inducement; provided, however, Section 6 shall govern the remedies of Intellectual Property Buyer against PCT for a breach by it of the covenants contained in Section 6 only.

8. FEES AND EXPENSES
A. Broker’s Fees. Each of the parties hereto (a) represents and warrants that it has not taken and will not take any action that would cause the other party hereto to have any obligation or liability to any person for a finder’s or broker’s fee except as may be agreed to in writing and (b) agrees to indemnify the other party hereto for breach of the foregoing representation and warranty.

B. Expenses. Each party hereto shall pay its own expenses, including without limitation the reasonable fees and expenses of its counsel, incurred in connection with this Agreement and the transactions contemplated hereby.

9. TERM
This Agreement and the provisions hereof, except as otherwise provided, shall be in full force and effect commencing on the date of execution by both parties and shall extend for an Initial Term as recited in Schedule D attached hereto (the “Term”). This Agreement shall be automatically renewed for additional “Extended Terms” as provided for in Schedule D unless either party notifies the other in writing of its intention not to renew the Agreement, such notification to be provided at least [number] ([#]) days prior to the expiration of the then in-effect Term.

10. TERMINATION
This Agreement may be terminated by either party upon thirty (30) days written notice to the other party in the event of a breach of a material provision of this Agreement by the other party, provided that, during the [number] ([#]) days period, the breaching party fails to cure such breach.

11. FORCE MAJEURE
Neither party will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such Party’s reasonable control and that such Party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of the event.

12. NOTICE AND PAYMENT
A. Any notice required to be given under this Agreement shall be in writing and delivered personally to the other designated party at the above stated address or mailed by certified, registered or Express mail, return receipt requested or by Federal Express.

B. Either party may change the address to which notice or payment is to be sent by written notice to the other under any provision of this paragraph.

13. JURISDICTION/DISPUTES
This Agreement shall be governed in accordance with the laws of the State of [State]. All disputes under this Agreement shall be resolved by litigation in the courts of the State of [State] including the federal courts therein and the Parties all consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it.

14. AGREEMENT BINDING ON SUCCESSORS
The provisions of the Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and assigns.

15. ASSIGNABILITY
Neither party may assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of the other party which shall not be unreasonably withheld.

16. WAIVER
No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.

17. SEVERABILITY
If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.

18. INTEGRATION
This Agreement constitutes the entire understanding of the Parties, and revokes and supersedes all prior agreements between the Parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the Parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may conflict with this Agreement.

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have each caused to be affixed hereto its or his/her hand and seal the day indicated.

[Name of PCT]    [Name of Intellectual Property Buyer]

By:       By:
Title:     Title:
Date:     Date:
Schedule A

PURCHASED CONTRACTS
Schedule B

TRADEMARKS
Schedule C

ADVERTISING CONTRACTS
Schedule D

TERM
Exhibit A

NOTE

ASSET PURCHASE AGREEMENT

THIS AGREEMENT is made this [Date] by and between [Patent Cooperative Trust], a [Type of Organization] with offices at [Address] (“PCT”), and [Intellectual Property Company], a [Type of Organization] with offices at [Address] (the “Intellectual Property Buyer”).

W I T N E S S E T H:

WHEREAS, PCT operates a corporate training business which, among other things, publishes print materials, videos and interactive computer software covering a variety of topics. In connection with its safety training line of business, PCT has developed an online business which includes three Internet web sites which have become landing pages for safety industry personnel and which offer gateway-type services such as a career page, safety forum, product showcase and a safety-related search engine (the “Web Business”).

WHEREAS, the PCT desires to sell, and Intellectual Property Buyer desires to buy, certain assets of the PCT associated with the Web Business upon the terms described below.

WHEREAS, the parties hereto agree that PCT shall not compete with Intellectual Property Buyer except that PCT shall be permitted to continue the operations that are not purchased by Intellectual Property Buyer in accordance with the terms set forth below.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereto agree as follows:

1. PURCHASE AND SALE AGREEMENT
A. Sale and Purchase of Assets. Subject to the terms and conditions set forth in this Agreement, PCT hereby sells, assigns, transfers and delivers to Intellectual Property Buyer, and Intellectual Property Buyer hereby purchases, acquires and takes assignment and delivery of, the following assets (the “Assets”), and all of PCT’s right, title and interest therein and thereto, free and clear of all mortgages, liens, pledges, security interests, charges, claims, restrictions and encumbrances of any nature whatsoever:

1. Any rights (including any rights to Intellectual Property (as defined below)) of PCT and any direct or indirect subsidiary of PCT to the URL, site and content (including, without limitation, text and graphics) of the Web Business;

2. Any rights of PCT and any direct or indirect subsidiary of PCT to software programs, modules, routines, data, text or graphic files, source or object codes and other components of the Web Business used in operation of the Web Business, or in the process of being developed, by, or on behalf of, the PCT for use in the Web Business;

3. Any rights of PCT and any direct or indirect subsidiary of PCT in and under the agreements and contracts listed in Schedule A attached hereto (the “Purchased Contracts”);

4. Any rights of PCT and any direct or indirect subsidiary of PCT to all information and records maintained by the PCT (in electronic or paper format) pertaining to customers and/or visitors of the Web Business including, without limitation, principal contacts, email and street addresses, telephone numbers, personal information, and purchasing history of such customers or visitors; provided, that the PCT shall be permitted to retain copies of such information for any use in its continuing businesses not inconsistent with Section 6; and

5. Any rights of PCT and any direct or indirect subsidiary of PCT to the trade names, trade dress, trademarks and service marks used on the Web Business’s web sites and as set forth on Schedule B attached hereto and the goodwill associated therewith. Intellectual Property Buyer acknowledges that this sale specifically excludes, inter alia, those items identified or referred to in Schedule A attached hereto.

B. Assumed Obligations. At the Closing, Intellectual Property Buyer shall assume, and agree to pay, perform, fulfill and discharge all obligations of PCT (the “Assumed Obligations”) required to be performed after the Closing (excluding payment obligations for goods or services the performance or delivery of which is initiated prior to the Closing Date) under any of the contracts and agreements set forth in Schedule A hereto (the “Assumed Contracts”), except where (i) such obligations have arisen in contravention of this Agreement or (ii) such obligations arise or have arisen out of any claim, lawsuit, investigation, proceeding, arbitration or other dispute relating to an act or omission taken or occurring prior to Closing.

C. No Other Liabilities Assumed. Intellectual Property Buyer shall not and does not hereby assume any liability or obligation or PCT, known or unknown, contingent or otherwise, asserted or unasserted, other than as specifically set forth in Section 1(B), above. Nothing contained herein shall cause the Intellectual Property Buyer to assume (a) any liabilities or obligations arising out of the conduct of the Web Business prior to the Closing, whether known or unknown on the Closing Date; (b) any liabilities or obligations arising out of any provision of any agreement, contract, commitment or lease of the PCT, other than any liability or obligation under the Assumed Contracts arising and to be performed after the Closing; (c) any federal, state or local income or other tax: (i) payable with respect to the business, assets, properties or operations of the PCT or any member of any affiliated group of which PCT is a member, or (ii) incident to or arising as a consequence of the negotiation or consummation by the PCT or any member of any affiliated group of which PCT is a member of this Agreement and the transactions contemplated hereby; (d) any liability or obligation under or in connection with any assets not included in the Assets; (e) any employment-related liability or obligation arising prior to or as a result of the Closing to any employees, agents or independent contractors of the PCT, whether or not employed by the Intellectual Property Buyer after the Closing, or under any benefit arrangement with respect thereto; or (f) any liability or obligation of the PCT arising or incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby and fees and expenses of counsel, accountants and other experts.

D. Consideration.

1. Monetary Consideration. The aggregate monetary consideration to be paid by Intellectual Property Buyer to PCT for the Assets and by Intellectual Property Buyer to PCT for the covenant not to compete (the “Non-Compete Covenant”) set forth in Section 6, below, shall be [Amount] (the “Purchase Price”) and shall be payable as follows: on the Closing Date, the Intellectual Property Buyer shall deliver the Purchase Price by certified or bank cashier’s check or wire transfer of immediately available funds to such account as PCT shall designate (the “Closing Payment”).

2. Non-monetary Consideration. As additional consideration to PCT for the Assets and the Non-Compete Covenant, Intellectual Property Buyer shall (i) assume the Assumed Obligations and (ii) deliver to PCT at Closing an advertising contract, in substantially the form set forth in Exhibit B attached hereto (the “Advertising Contract”).

3. Allocation. Each of the parties hereto agrees and acknowledges that the transactions contemplated herein do not constitute an “applicable asset acquisition” within the meaning of such term as set forth in Section 1060 of the Internal Revenue Code of 1986, as amended.

4. Freeware. PCT and Intellectual Property Buyer hereby agree that the consideration paid by Intellectual Property Buyer hereunder shall not be applied to, and is not in consideration for, any freeware acquired by Intellectual Property Buyer under the terms of this Agreement.

2. CLOSING
The closing of the purchase and sale of the Assets (the “Closing”) shall take place at [time] on [date] (the “Closing Date”) at [location of closing] or at such other date and time as the parties may mutually agree in writing. The Closing shall be consummated by facsimile transmission. The parties shall transmit facsimile copies of all executed documents required to be executed pursuant to this Agreement and mail via overnight courier [number] ([#]) executed originals of each document to the offices of counsel for each of the respective parties. The Closing shall be effective as of 11:59 p.m., Eastern Time, on the Closing Date. At the Closing, subject to the terms and conditions herein contained, the following shall occur:

A. Deliveries by the PCT at the Closing. The PCT shall deliver to the Intellectual Property Buyer any instruments and documents of conveyance and transfer, in a form reasonably satisfactory to Intellectual Property Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Intellectual Property Buyer all of the PCT’s right, title and interest in and to the Assets (including UCC partial releases in connection with the release of all liens against the Assets, if any), and simultaneously with such delivery, all steps will be taken as may be required to put the Intellectual Property Buyer in actual possession and operating control of the Assets.

B. Deliveries by the Intellectual Property Buyer at the Closing. On the Closing Date, the Intellectual Property Buyer shall deliver the Note and the Advertising Contract to PCT and shall deliver the Closing Payments to PCT.

3. REPRESENTATIONS AND WARRANTIES OF
THE PCT
PCT represents and warrants to and agrees with the Intellectual Property Buyer as follows:

A. Organization, Good Standing and Share Ownership. PCT is a corporation duly incorporated, validly existing and in good standing under the laws of the State of [State] and has all requisite corporate power and authority to own, lease and operate its properties and to carry on the Web Business as now being conducted. PCT has delivered to Intellectual Property Buyer true and complete copies of the Certificate or Articles of Incorporation and Bylaws of PCT. No person owns beneficially more than [number]% of the outstanding capital stock of PCT.

B. Chief Executive Office. The principal place of business and chief executive office of the PCT is located in [City], [State].

C. Authority and Compliance. The PCT has full power and lawful authority to execute and deliver this Agreement and to consummate and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the PCT and constitutes the legal, valid and binding obligation of the PCT, enforceable in accordance with its terms, except as enforceability may be limited by laws of general application relating to bankruptcy, reorganization, moratorium, insolvency and debtors’ relief and similar laws affecting the enforcement of creditors’ rights, and by general principles of equity (“Debtors’ Rights”). Neither the execution and delivery of this Agreement by the PCT nor the consummation and performance of the transactions contemplated hereby (a) will conflict with or violate any agreement to which the PCT is a party or by which it is bound or any federal, state, local or other governmental law or ordinance or (b) will require the authorization, approval or consent by, or any notice to or filing with, any third party, except for such authorizations, approvals and consents which, if not granted or obtained, would not in the aggregate have a material adverse effect on the condition of the Assets or the Web Business including, without limitation, the consent of any third parties under any of the agreements listed on Schedule A.

D. Financial Statements. The PCT has delivered to Intellectual Property Buyer (i) audited financial statements (including without limitation, the balance sheet, income statement and statement of cash flows) of the PCT for the year ended [date], and (ii) unaudited statement of revenues for the Web Business for the year ended [date] and for the nine-month period ended [date] (collectively, the “Financial Statements”). The Financial Statements present fairly the revenues of PCT and the Web Business, as applicable, for the periods indicated.

E. No Material Changes. Since [date] there has not been (a) any material adverse change in the Assets or the operations or condition (financial or otherwise) of the Web Business or of the PCT; or (b) any actual or threatened trouble or disruption of the PCT’s relations with the Web Business’s agents, customers or suppliers. Since [date], the PCT has conducted the Web Business only in the ordinary course consistent with past practice, has not incurred any material liabilities, and has not entered into any transaction, contract or arrangement, or made any payment or distribution except in ordinary course of business, consistent with past practice.

F. Advertising Contracts. Attached hereto as Schedule C is a true, correct and complete list of all the advertising contracts related to the Web Business under which there are unbilled, partially billed or unfulfilled obligations owing from a third party to PCT and included in such schedule shall be the name of the parties to such contract, a brief description of such contract, the amount billed to any third party by PCT as of the Closing Date, term of such contract, and the amount unbilled and the obligations unfulfilled as of the Closing Date.

G. Assets. The PCT has good, valid and marketable title to, valid leasehold interests in, or valid licenses to use, all of the Assets, free and clear of all liens, pledges, mortgages, security interests, claims or encumbrances of any nature whatsoever except for Permitted Encumbrances (as defined below). All of the Assets are (a) in good operating condition and repair (subject only to ordinary wear and tear), (b) are usable in the ordinary course of the Web Business consistent with past practice and (c) are in the possession or under the control of the PCT. As used in this Agreement, “Permitted Encumbrances” shall mean liens on the Assets to secure taxes, assessments and other governmental charges or claims for labor, material or supplies in respect of obligations not overdue. This Section shall not apply to Intellectual Property, all of which is subject to Section 3(J), below.

H. Contracts. True and complete copies of all Assumed Contracts and all Purchased Contracts have been delivered to Intellectual Property Buyer and each Assumed Contract and each Purchased Contract is a valid and binding obligation in full force and effect in accordance with its respective terms with respect to the PCT (as applicable) and is valid and binding obligation in full force and effect in accordance with its respective terms with respect to any other party thereto, except as the enforceability may be limited by Debtors’ Rights. The PCT is not in material default under any of the Assumed Contracts or any of the Purchased Contracts and to PCT’s knowledge no third party is in material default under any of the Assumed Contracts or any of the Purchased Contracts.

I. Legal Proceedings and Compliance with Laws. There are no disputes, claims, actions, suits, arbitral proceedings or investigations pending or, to the PCT’s knowledge, threatened against or affecting the Web Business or the Assets. The PCT does not have any knowledge of any state of facts that might reasonably form the basis of any claim, liability or litigation against the PCT affecting the Web Business or the Assets. The conduct of the Web Business by the PCT, and its use of the Assets, are in material compliance with all applicable federal, state, local or other governmental laws, ordinances, codes, rules and regulations. The PCT owns or possesses in the operation of the Web Business all franchises, licenses, permits, consents, approvals, rights, waivers and other authorizations, governmental or otherwise, which are necessary for it to conduct its business as now conducted; the PCT is not in default, nor has it received any notice of any claim or default, thereunder or any notice of any other claim or proceeding or threatened proceeding relating thereto; and neither the execution or delivery of this Agreement nor the consummation of the transactions contemplated hereby will require any notice or consent thereunder or have any material adverse effect thereon.

J. Intellectual Property. Except as set forth herein, (i) the PCT owns (or has adequate rights to use pursuant to license, sublicense, agreement or permission) all patents, trademarks, trade names, service marks, copyrights, software, trade secrets or know-how (collectively, “Intellectual Property”) used by the PCT in the Web Business free and clear of any lien, mortgage, security interest, pledge, restriction, defect of title or other claim, charge or encumbrance; (ii) in connection with the operation of the Web Business, the PCT does not infringe upon or unlawfully or wrongfully use any material Intellectual Property owned or claimed by any other person or entity; (iii) the PCT owns or has the lawful right to use all Intellectual Property that is used in the operation of the Web Business in the ordinary course or otherwise; (iv) the PCT is not in default under, and has not received any notice of any claim of infringement or any other claim or proceeding relating to any of the Intellectual Property; or (v) no present or former employee of the PCT and no other person owns or has any proprietary, financial or other interest, direct or indirect, in whole or in part, in any of the Intellectual Property, or in any application therefor, which the PCT owns, possesses or uses in its operations as now or heretofore conducted. Notwithstanding anything in this Agreement to the contrary, PCT (a) does not own any registered marks other than the [list marks] trade/service mark and (b) owns the domain names [list domain names].

K. Operational Elements. Except as set forth herein, the Assets include any and all rights for software programs, modules, routines, data, text or graphic files, source or object codes and other components of the Web Business’s web sites which are used in the operation of any of the Web Business’s web sites and such operational elements shall include all written or electronic documentation which is in the possession of PCT.

L. Benefit Plans. [Third Party Individual] is not a participant or member of any employee benefit plan sponsored or maintained by the PCT or any direct or indirect subsidiary of PCT.

M. Consents and Approvals of Governmental Authorities. No consent, approval or authorization of, or declaration, filing or registration with, any court or other governmental or regulatory authority, agency, commission, or other entity, domestic or foreign is required to be made or obtained by the PCT in connection with the execution, delivery and performance of this Agreement by the PCT or the consummation of the sale of the Assets to the Intellectual Property Buyer.

N. Undisclosed Liabilities. None of the Assets are subject to any liability, indebtedness, obligation or claim of any type, whether accrued, absolute, contingent, matured or unmatured (“Liabilities”), except those Liabilities arising in the ordinary course of business consistent with past practice under any contract specifically disclosed in Schedule A to this Agreement.

O. Tax Returns. All material federal, state, local, foreign or other governmental income, profit and franchise, gross receipts, sales, use, intangibles, inventory, capital stock, ad valorem, transfer, employment, payroll, withholding, occupation, property, license, stamp and excise taxes, custom duties or other taxes, fees, assessments or charges whatsoever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto due with respect to the PCT which could result in any lien or encumbrance on the Assets, have been fully paid by the PCT.

P. Customers. The PCT currently maintains, good working relationships with all of the customers and suppliers of the Web Business. No current customer or supplier of the Web Business has given the PCT notice terminating, canceling or threatening to terminate or cancel any contract (including, without limitation, any of the Assumed Contracts or the Purchased Contracts) or relationship with the PCT.

Q. Transactions with Affiliates. Neither the PCT nor any affiliate of the PCT nor any member of his or her immediate family, owns or has a controlling ownership interest in any corporation or other entity that is a party to any Assumed Contract or any Purchased Contract. All disclosed transactions, if any, between the PCT, or an affiliate thereof have been on substantially the same terms and conditions as similar transactions between non-affiliated parties and are properly recorded on the books and records of the PCT.

R. Disclosure. No representation or warranty hereunder or information contained in any Schedule or any certificate, statement or other document delivered by the PCT in connection herewith contains any untrue statement of material fact or omits to state a material fact necessary in order to make the statements contained therein or herein not misleading. There is no fact known to the PCT which might materially and adversely affect the Web Business or the Assets which has not been disclosed to the Intellectual Property Buyer in this Agreement or a certificate, statement or other document delivered by the PCT.

S. Confidentiality. The PCT shall not make any public statements, including without limitation, any press releases, with respect to this Agreement and the transactions contemplated hereby without the prior consent of the Intellectual Property Buyer, except as may be required by law.

4. REPRESENTATIONS AND WARRANTIES OF
THE INTELLECTUAL PROPERTY BUYER
The Intellectual Property Buyer represents and warrants to and agrees with the PCT as follows:

A. Organization and Good Standing. The Intellectual Property Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of [State]. The Intellectual Property Buyer has full corporate power and authority to conduct its business as now conducted and to own and operate the assets and properties now owned and operated by it.

B. Authority and Compliance. The Intellectual Property Buyer has full power and lawful authority to execute and deliver this Agreement and to consummate and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Intellectual Property Buyer and constitutes the legal, valid and binding obligation of the Intellectual Property Buyer, enforceable in accordance with its terms. Neither the execution and delivery of this Agreement by the Intellectual Property Buyer nor the consummation and performance of the transactions contemplated hereby (a) will conflict with or violate the Articles of Incorporation or Bylaws of the Intellectual Property Buyer or any agreement to which the Intellectual Property Buyer is a party or by which it is bound or any federal, state, local or other governmental law or ordinance or (b) will require the authorization, approval or consent by, or any notice to or filing with, any third party.

5. LICENSE
Intellectual Property Buyer hereby grants PCT a non-exclusive, non-transferable, irrevocable, royalty-free license in perpetuity to use the source codes described in Section 1 in PCT’s continuing businesses in a manner consistent with Section 6.

6. NON-COMPETITION COVENANT
A. Non-compete.

1. For a period of [number] years from and after the Closing Date, the PCT hereby agrees that it will not directly or indirectly own, manage, operate, finance, join, control or participate in the ownership, management, operation, financing or control of, or be connected as an officer, employee, partner, principal, agent, representative, consultant or otherwise with any business that engages in any of the following activities (the “Restricted Activities”):

(a) is engaged in the selling of advertising on or sponsorships rights to web sites;

(b) is engaged in owning, servicing or maintaining a safety industry landing page which is, or may be, used by safety industry professionals as a gateway to the Internet; or

(c) is engaged in offering gateway type services to businesses and/or individuals associated with the safety industry, including, without limitation, such services as a career page, safety forum, product showcase, safety search or similar type service; provided, however, that the definition of Restricted Activities shall not include (a) any online activities or services not specifically enumerated above which PCT may use to support any of its current or future businesses and assets which are not being purchased by Intellectual Property Buyer, such as the posting of news and links to publications, organizations or associations, maintaining chat rooms and bookstores, hosting chats with industry experts, providing training and education services (including distribution of training materials via the Internet), and supporting the sale of PCT’s products and products distributed by PCT, including, for example the activities currently conducted through PCT’s web site and its “Safety Currents” and “Health Trends” online newsletters and (b) any other activity not specifically enumerated above.

2. The PCT acknowledges and understands that (a) the Intellectual Property Buyer is and will be relying upon the agreements made by the PCT in this Section in entering into this Agreement and consummating the transactions contemplated hereby and (b) the restrictions contained in this Section are reasonable and necessary to protect the legitimate interests of the Intellectual Property Buyer, and that any violation will result in irreparable injury to the Intellectual Property Buyer.

3. The PCT agrees that the Intellectual Property Buyer shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of this Section, which rights shall be cumulative and in addition to any other rights or remedies to which the Intellectual Property Buyer may be entitled. In the event that any of the provisions of this Section should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable law.

B. Best Efforts. Subject to the respective rights and obligations of the PCT and the Intellectual Property Buyer under this Agreement, each party shall use its best efforts to cause the transactions contemplated by this Agreement to be consummated in accordance with Section 2, above.

C. Assignment of Contracts. If any required consent to the assignment of any of the Assumed Contracts or the Purchased Contracts is not obtained or if an attempted assignment thereof would be ineffective, the PCT and the Intellectual Property Buyer shall cooperate to provide the Intellectual Property Buyer with the benefits and obligations thereunder in accordance with such agreement until such consent or effective assignment can be obtained.

D. Re-Naming of the Company. The PCT shall take all steps necessary to change any trade names pursuant to which it conducts its business, to a name dissimilar to the name by which the Web Business is known and will file as promptly as practicable in all jurisdictions in which it is qualified to do business, any documents necessary to reflect such change.

E. Transition of the Web Business. The Intellectual Property Buyer and the PCT shall use commercially reasonable efforts to cooperate in an orderly transition of the Web Business and transfer of the Assets to the Intellectual Property Buyer. Without limiting the generality of the foregoing, PCT will cooperate with Intellectual Property Buyer in migrating the contents and functionality of the Web Business’s web site from computer systems owned or maintained by PCT to such computer systems as Intellectual Property Buyer shall direct.

F. Software Licensing Agreements. Until the transition of the Web Business has been accomplished to the satisfaction of Intellectual Property Buyer or [number] days after the Closing Date, whichever occurs first, PCT hereby agrees (i) not to terminate any and all software licensing agreements used by PCT in the Web Business under which PCT is the licensee, and (ii) to maintain the existing content and functionality of the Web Business’s web sites.

7. INDEMNIFICATION
A. Survival. All of the representations, warranties, covenants and obligations contained in this Agreement or in any instrument or document delivered pursuant to this Agreement shall survive the execution of this Agreement and the Closing, notwithstanding any investigation heretofore or hereafter made by or on behalf of any party hereto; provided, however, that all representations and warranties contained in this Agreement, and the obligations of PCT and Intellectual Property Buyer to indemnify each other for breaches thereof as set forth in this Section, shall survive and continue for, and all indemnification claims with respect thereto shall be made within, one year following the Closing Date, except for (i) the indemnification obligations related to this Section which shall survive until expiration of the applicable statute of limitations, and (ii) the representations, warranties and related indemnification obligations for which notice of an indemnification claim shall have been received as of the end of the applicable period referred to in this Section, which shall survive with respect to such indemnification claim until the final disposition thereof.

B. Indemnification by the PCT. The PCT shall reimburse and indemnify and hold the Intellectual Property Buyer and each of its directors, officers, shareholders, employees, representatives and agents (collectively, the “Intellectual Property Buyer Parties”) harmless against and in respect of any and all damage, loss, liability, deficiency, settlement payments, costs, levies, expenses or obligations, whether or not the result of a third party claim (collectively, “Damages”), in connection, resulting from or relating to:

1. any and all liabilities or obligations of any nature whatsoever of or relating to claims for federal, state, local, foreign or other taxes assessed against Intellectual Property Buyer, the Web Business or the Assets, which arise out of or are related to PCT’s operation or conduct of the Web Business prior to the Closing, and not specifically assumed by Intellectual Property Buyer hereunder.

2. any and all liabilities or obligations of any nature whatsoever of or relating to the PCT, or relating to or arising out of the Assets (prior to the Closing Date), the PCT’s operations or the Web Business or the actions of the PCT’s officers, employees, representatives or agents, except for those liabilities and obligations arising under the Assumed Obligations following the Closing;

3. any misrepresentation, breach of warranty or nonfulfillment of any covenant or agreement on the part of the PCT under this Agreement;

4. the parties’ failure to comply with any bulk sales law or similar laws in any applicable jurisdiction in respect of the transactions contemplated by this Agreement or any action brought or levy made as a result thereof;

5. any and all actions, suits, claims, allegations, proceedings, investigations, audits, demands, assessments, fines, judgments, settlements, levies, costs and other expenses (including without limitation reasonable audit and legal fees) incident to any of the foregoing; and

6. any claim that any content provided by PCT for use on any of the Intellectual Property Buyer’s web sites constitutes a defamation or invasion of the right of privacy or publicity, or infringement of the copyright, trademark or other intellectual property right, of any third party.

C. Indemnification by the Intellectual Property Buyer. The Intellectual Property Buyer shall reimburse and indemnify and hold the PCT and each of its directors, officers, shareholders, employees, representatives and agents (collectively, the “PCT Parties”) harmless against and in respect of any Damages in connection, resulting from or relating to:

1. any misrepresentation, breach of warranty or nonfulfillment of any covenant or agreement on the part of the Intellectual Property Buyer under this Agreement; and

2. any and all actions, suits, claims, allegations, proceedings, investigations, audits, demands, assessments, fines, judgments, settlements, levies, costs and other expenses (including without limitation reasonable audit and legal fees) incident to the foregoing.

D. Limitation on Indemnification. Except for the specific exceptions contained in this Section, the indemnification obligations of the PCT and the Intellectual Property Buyer shall be limited as follows:

1. Neither the PCT Parties nor the Intellectual Property Buyer Parties shall be entitled to seek indemnification under this Section until the aggregate of all Damages incurred by such parties exceeds $[amount] (the “Basket Amount”). Once the Basket Amount has been exceeded, the indemnifying party shall be liable to the indemnified parties for the full amount of such Damages; and

2. Neither the PCT nor the Intellectual Property Buyer shall be liable for payments of indemnification under this Section in an aggregate amount greater than $[amount]; provided, however, that, notwithstanding anything contained herein to the contrary, the limitations on the indemnification obligations of the parties hereto contained in this Section shall not apply with respect to Damages arising under (i) fraud or fraud in the inducement or (ii) the intentional breach of any covenant or agreement contained herein.

E. Procedure for Indemnification. If any claim is made against a party (an “indemnified party”) that, if sustained, would give rise to a liability of another party (the “indemnifying party”) under this Agreement, the indemnified party shall promptly cause notice of the claim to be delivered to the indemnifying party along with all of the facts, information or materials relating to such claim of which the indemnified party is aware and shall afford the indemnifying party and its counsel, at the indemnifying party’s sole expense, the opportunity to defend or settle the claim.

1. The indemnifying party shall have [number] business days after delivery thereof to elect, in writing to the indemnified party, to defend or settle the claim, exercising reasonable business judgment, at its own expense. Until written notice electing to defend or settle any claim that, if sustained, would give rise to a liability under this Agreement, the indemnified party may take, at the expense of the indemnifying party, any action it reasonably believes necessary to preserve its rights with respect to such claim, after promptly notifying the indemnifying party of its intention to take such action and the indemnifying party does not elect to take such other action.

2. If the indemnifying party shall so elect to defend or settle the claim, the indemnifying party may not settle such claim without the prior written consent of the indemnified party; provided that, if the indemnified party does not consent to such a settlement, the indemnifying party’s liability to indemnify the indemnified party for such claim shall be limited to the expenses and costs reasonably necessary to preserve its rights to such claim (other than any costs of counsel retained by the indemnified party solely to monitor the indemnifying party’s obligations hereunder) that the indemnified party has incurred up to the time of the proposed settlement plus the amount of the proposed settlement. The indemnified party agrees to use commercially reasonable efforts to cooperate with the indemnifying party in defending any claim, at the indemnifying party’s expense.

3. If the indemnifying party shall fail to so elect to defend or settle such claim (exercising reasonable business judgment) at its own expense, within [number] days of delivery of notice of the claim, or otherwise so fail to defend or settle the claim, the indemnified party shall have the right, but not the obligation, to undertake the defense of and to settle (exercising reasonable business judgment) the claim on behalf, for the account and at the risk, of the so failing party. The indemnified party shall use commercially reasonable efforts to settle any such claim at commercially reasonable amounts determined in good faith by the indemnifying party.

4. In the event the indemnified party should have a claim against the indemnifying party that does not involve a claim or demand by a third party, the indemnified party shall promptly cause notice of such claim to be delivered to the indemnifying party. The indemnifying party shall have [number] business days after delivery thereof to elect, in writing to the indemnified party, to defend or settle the claim, exercising reasonable business judgment, at its own expense. If the indemnifying party does not notify the indemnified party within [number] days after the indemnified party’s notice that it disputes such claim, the amount of such claim shall be conclusively deemed as a liability of the indemnifying party. If the indemnifying party disputes such claim, the indemnifying party and the indemnified party shall attempt in good faith for a period of [number] days to settle any such dispute.

F. Other Remedies. The indemnity of this Section shall be the exclusive remedy of any party for a breach, misrepresentation, nonfulfillment, or default in the performance of the representations, warranties, covenants, or agreements of this Agreement or any certificate, exhibit, or schedule contemplated hereby, except in the event of actual fraud or fraud in the inducement; provided, however, Section 6 shall govern the remedies of Intellectual Property Buyer against PCT for a breach by it of the covenants contained in Section 6 only.

8. FEES AND EXPENSES
A. Broker’s Fees. Each of the parties hereto (a) represents and warrants that it has not taken and will not take any action that would cause the other party hereto to have any obligation or liability to any person for a finder’s or broker’s fee except as may be agreed to in writing and (b) agrees to indemnify the other party hereto for breach of the foregoing representation and warranty.

B. Expenses. Each party hereto shall pay its own expenses, including without limitation the reasonable fees and expenses of its counsel, incurred in connection with this Agreement and the transactions contemplated hereby.

9. TERM
This Agreement and the provisions hereof, except as otherwise provided, shall be in full force and effect commencing on the date of execution by both parties and shall extend for an Initial Term as recited in Schedule D attached hereto (the “Term”). This Agreement shall be automatically renewed for additional “Extended Terms” as provided for in Schedule D unless either party notifies the other in writing of its intention not to renew the Agreement, such notification to be provided at least [number] ([#]) days prior to the expiration of the then in-effect Term.

10. TERMINATION
This Agreement may be terminated by either party upon thirty (30) days written notice to the other party in the event of a breach of a material provision of this Agreement by the other party, provided that, during the [number] ([#]) days period, the breaching party fails to cure such breach.

11. FORCE MAJEURE
Neither party will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such Party’s reasonable control and that such Party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of the event.

12. NOTICE AND PAYMENT
A. Any notice required to be given under this Agreement shall be in writing and delivered personally to the other designated party at the above stated address or mailed by certified, registered or Express mail, return receipt requested or by Federal Express.

B. Either party may change the address to which notice or payment is to be sent by written notice to the other under any provision of this paragraph.

13. JURISDICTION/DISPUTES
This Agreement shall be governed in accordance with the laws of the State of [State]. All disputes under this Agreement shall be resolved by litigation in the courts of the State of [State] including the federal courts therein and the Parties all consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it.

14. AGREEMENT BINDING ON SUCCESSORS
The provisions of the Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and assigns.

15. ASSIGNABILITY
Neither party may assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of the other party which shall not be unreasonably withheld.

16. WAIVER
No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.

17. SEVERABILITY
If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.

18. INTEGRATION
This Agreement constitutes the entire understanding of the Parties, and revokes and supersedes all prior agreements between the Parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the Parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may conflict with this Agreement.

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have each caused to be affixed hereto its or his/her hand and seal the day indicated.

[Name of PCT]    [Name of Intellectual Property Buyer]

By:       By:
Title:     Title:
Date:     Date:
Schedule A

PURCHASED CONTRACTS
Schedule B

TRADEMARKS
Schedule C

ADVERTISING CONTRACTS
Schedule D

TERM
Exhibit A

NOTE