Assets of Consulting Services Business

Sale of assets of Abrams Learning and Information Systems, Inc, which includes:

• Intellectual Property: All the intellectual property of AL1S including without limitation, publications and materials, copyrights, trade secrets. URLs and websites, but specifically excluding the Seller Marks, which shall be licensed to Purchaser under a separate License as set forth in Section 1.6;
• Contracts: All rights and entitlement to all contracts held by ALIS (the "Assigned Contracts") and shall have the right to perform and collect on such Assigned Contracts in the name of ALIS in accordance with the License or such other name as may be selected by Purchaser in its sole discretion. The Assigned Contracts do not include any contract specifically listed in Section 1.9 as an Excluded Asset;
• Fixed Assets: The fixed assets owned by ALIS as specifically identified in Exhibit A on the attached PDF;
• Accounts Receivable, Work In Process, and Pending Orders: Accounts Receivable, Unbilled Accounts Receivable, and the work in process for the Assigned Contracts, in each case, to the extent relating to work performed on or after the Closing, are included in the assets acquired by Purchaser;
• Miscellaneous Assets: At the Closing, subject to the other provisions of this Agreement, Purchaser shall acquire the following assets of Seller used in the operation of Seller's business (its "Business"): (a) office supplies; (b) training material and reference books; (c) customer lists pertaining to Sellers business, and similar records relating to the operation of the Business; (d) telephone numbers, fax numbers and listings, e-mail addresses (excluding those of Sellers owner that are not related to the Assigned Contracts), computer records and programs (to the extent transferable) and employee manuals related lo such computer programs used by Seller in connection with the Business; (e) subject to the License. Seller's websites and all URLs related to the business whether owned by Seller or an affiliate or agent of Seller; (f) subject to Section 1.9 below, all of ALIS emails, correspondence and other communications with its past and present customers; (g) access codes and login passwords for Seller accounts; (h) to the extent permitted by law. copies of employee records and files pertaining to employees of Seller who arc to be employees of Purchaser on or after the Closing Date; and any other assets of Seller not specifically listed, excluding Excluded Assets (such items collectively referred lo herein as the "Miscellaneous Assets"). Purchaser agrees lo maintain the confidentiality of all employee records acquired pursuant to this Section. Purchaser shall indemnity' and hold Seller harmless for any direct damages suffered by Seller to the extent such damages are a violation by Purchaser after Closing of the Federal Trade Commission's (i) Privacy Rule and (ti) Standards for Safeguarding Customers Information with regard to Seller's records and files transferred to Purchaser. Purchaser agrees to maintain Seller's sales and service records for the greater of live (5) years after Closing or as long as required by state or federal law; and
• Goodwill and Intangible Assets: Seller's operations and goodwill, and all other intangibles associated with the business operations ("Goodwill and Other Intangibles") shall be acquired by Purchaser. Use of the Seller Marks shall be subject to the following license (the "License").

Assets for sale is more described on the attached PDF.