Affiliate Purchase Agreement

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{company_phone}}

Email: {{company_email}}

Website: {{company_website}}

AFFILIATE PURCHASE AGREEMENT

This Affiliate Purchase Agreement (hereinafter referred to as the "Agreement") is entered into on this {{day}} day of {{month}}, {{year}},

BETWEEN:

{{seller_company_name}}, a company duly incorporated and existing under the laws of {{seller_jurisdiction}}, with its registered office situate at {{seller_address}} (hereinafter referred to as the "Seller");

AND

{{purchaser_company_name}}, a company duly incorporated and existing under the laws of {{purchaser_jurisdiction}}, with its registered office situate at {{purchaser_address}} (hereinafter referred to as the "Purchaser").

The Seller and the Purchaser are hereinafter collectively referred to as the "Parties" and individually as a "Party".

WHEREAS

A. The Seller is the legal and beneficial owner of certain {{assets/shares}} as more fully described in Schedule A attached hereto (the "Subject Matter").

B. The Purchaser is an affiliate of the Seller, as defined in {{relevant_jurisdiction_companies_act/agreement}}.

C. The Seller desires to sell, and the Purchaser desires to purchase, the Subject Matter upon the terms and conditions hereinafter set forth.

AGREEMENT TO SELL AND PURCHASE

1.1 Subject to the terms and conditions of this Agreement, the Seller hereby agrees to sell, assign, transfer, convey, and deliver to the Purchaser, and the Purchaser hereby agrees to purchase and accept from the Seller, the Subject Matter, free from all liens, encumbrances, and adverse claims whatsoever.

PURCHASE PRICE

2.1 The total purchase price for the Subject Matter shall be {{purchase_price_currency}} {{purchase_price_amount}} ({{purchase_price_words}}), (the "Purchase Price").

2.2 The Purchase Price shall be paid by the Purchaser to the Seller in the following manner:

a) An initial payment of {{initial_payment_currency}} {{initial_payment_amount}} ({{initial_payment_words}}) upon the signing of this Agreement.

b) The balance of {{balance_payment_currency}} {{balance_payment_amount}} ({{balance_payment_words}}) on or before {{balance_payment_due_date}}.

c) Other payment terms: {{other_payment_terms}}.

REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller hereby represents and warrants to the Purchaser the following:

3.1 The Seller has the full corporate power and authority to enter into this Agreement and to carry out its obligations hereunder.

3.2 The Subject Matter is free and clear of all liens, charges, encumbrances, and adverse claims.

3.3 All corporate actions required to be taken by the Seller to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly taken.

3.4 {{other_seller_representations_warranties}}.

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser hereby represents and warrants to the Seller the following:

4.1 The Purchaser has the full corporate power and authority to enter into this Agreement and to carry out its obligations hereunder.

4.2 All corporate actions required to be taken by the Purchaser to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly taken.

4.3 {{other_purchaser_representations_warranties}}.

GOVERNING LAW AND DISPUTE RESOLUTION

5.1 This Agreement shall be governed by and construed in accordance with the laws of {{governing_law_jurisdiction}}.

5.2 Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration in accordance with the rules of the {{arbitration_institution}} for the time being in force, which rules are deemed to be incorporated by reference into this clause.

5.3 The seat of the arbitration shall be {{arbitration_seat}}.

5.4 The language of the arbitration shall be English.

CONFIDENTIALITY

6.1 Each Party undertakes to keep confidential all information (whether written or oral) concerning the business and affairs of the other Party which it has obtained or received as a result of the discussions leading to or entering into this Agreement, save as required by law.

6.2 This confidentiality obligation shall survive the termination or expiration of this Agreement.

GENERAL PROVISIONS

7.1 **Entire Agreement:** This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, between the Parties.

7.2 **Amendments:** No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.

7.3 **Severability:** If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be severed from this Agreement, and the remaining provisions shall remain in full force and effect.

7.4 **Assignment:** Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party.

7.5 **Notices:** Any notice or other communication required or permitted to be given under this Agreement shall be in writing and shall be delivered by hand, courier, registered mail, or email to the addresses specified above or such other address as a Party may designate by notice to the other Party.

7.6 {{other_general_provisions}}.

SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Affiliate Purchase Agreement as of the date first above written.

FOR THE SELLER:

_____________________________

Name: {{seller_signer_name}}

Title: {{seller_signer_title}}

FOR THE PURCHASER:

_____________________________

Name: {{purchaser_signer_name}}

Title: {{purchaser_signer_title}}