SCG Associates, LLC
Software Strategic Advisors
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AUCTION ANNOUNCEMENT Please Read Carefully Sealed Bid Auction of "Professional Time Master" All rights to the software, copyrights, source code (C++) and executable code. Bid Submission Deadline Monday February 11, 2008 (12 NOON) Resources: SCG Associates, LLC (SCG), a software technology firm based in Raleigh, North Carolina, is pleased to offer for sale the intangible assets of "Professional Time Master" Software. SCG has acquired the rights to this software and is acting as principal and not as an agent in this offering. We urge you to take advantage of this unique opportunity and thank you in advance for your participation. We believe these assets to hold significant value for the right buyer both in terms of potential revenues as well as synergistic value with other related products. Each potential purchaser is asked to determine the value for themselves and submit their highest and best offer by the bid deadline. Auction Terms and Conditions: The following terms and conditions govern this auction, please read them carefully. Minimum Bid - There is no minimum bid. Each prospective purchaser is asked to submit their highest and best offer for these assets. Estimate of Value - There has been no estimated value set for these assets. Each bidder will set their own price for these assets depending on their own estimate of value. Bid Deadline - All offers to be submitted in proper form by Monday, February 11 at 12 Noon.. All participants should perform their due diligence reviews and submit their bids prior to this Bid Deadline. Closing - Close of transaction to be completed within 30 days of acceptance of high bid. Buyer’s Premium - Auctioneer shall charge and collect from the successful bidder a $1000.00 buyer’s premium for the sale, which will be added to the purchase price. Submission of Offers 1. Offers must be submitted on the Bid Submission Form provided below. 2. Offers must be received by SCG in Raleigh, North Carolina prior to the Bid Deadline. 3. Offer must remain open and irrevocable through auction completion unless rejected by SCG prior to that time. 4. Offer should indicate the amount in U.S. dollars that you are prepared to pay for the Assets in total, excluding the Buyer’s Premium and sales tax, if any. 5. Offers must be in written form and must be executed by an officer authorized to bind the prospective purchaser to its terms. All Offers should have any required corporate approval, including Board review, if necessary, before submission and shall include such documentation with the Offer 6. By submitting an Offer, each bidder represents, warrants and covenants that (i) it shall not misrepresent its ability to close the transaction pursuant to the terms and conditions of sale, (ii) it has the capacity to close the transaction, (iii) it has actual authority to enter a bid, and to enter into an agreement to purchase the item, and (iv) any bid it makes on an item constitutes an irrevocable offer to buy the item for the full amount of the bid. 7. Offers should indicate the name, address and telephone number of the representative that SCG should contact in the event it wishes to discuss the Offer. 8. By submitting an offer, Bidder indicates that it is prepared to execute a mutually acceptable Agreement promptly and complete the transaction in the prescribed timeframe. 9. SCG will evaluate all Offers submitted by prospective purchasers with the objective of entering as promptly as is reasonably practicable into a definitive Agreement with the winning party. Your submission of an Offer shall constitute your acceptance of these provisions. All bids must be in full conformance with the Terms and Conditions. Bids submitted that are not in full conformance with the Terms and Conditions will be disqualified Bid Improvement Period 1. After all initial bids have been received, the Auctioneer, at its discretion, may open the bidding to solicit higher offers. 2. A minimum advance of $100 above the then current highest offer will be required to advance the bidding. 3. Only Bidders who have submitted valid offers by the Bid Deadline will be allowed to participate in the Auction during the Bid Improvement Period. 4. Bidding will progress via telephone, email or other communications mechanism as determined by the Auctioneer. 5. Participation in the Bid improvement process does not revoke any Bidders initial Offer, which is only accomplished by final acceptance of the highest offer by the Seller. Offer Acceptance - SCG shall determine the winning offer for the Assets in its sole discretion. SCG reserves the right to reject any or all Offers for any reason whatsoever. SCG will not have any liability or obligation to you or any other prospective purchaser as a result of the rejection of any Offer or the acceptance of another Offer at any time. Unless and until an Agreement has been executed, neither SCG nor any of their affiliates or representatives, will have any liability or obligation to you or any other prospective purchaser. In no event shall SCG’s liability to any Bidder or Purchaser for any act or omission occurring in connection with the sale exceed the amount that such bidder has actually paid for a purchased Asset. Earnest Money Deposit - Within 48 hours of acceptance of an offer for the assets, Bidder agrees to overnight a signed copy of the Asset Purchase Agreement along with an nonrefundable earnest money deposit of 10% of the total purchase price or $3000 (whichever is greater). The earnest money deposit should be in the form of a cashier’s check made payable to SCG Associates, LLC. Accuracy of Information - All information regarding the property for sale in this Auction has been provided on a best effort basis. No representation or warranty is made as to the accuracy or completeness of any information furnished, either written or oral. By submitting an Offer, you acknowledge that you are relying solely upon your own independent investigation and evaluation of the Assets. SCG has undertaken no investigation of any information related the Assets and makes no representation or warranty concerning the accuracy or completeness of that information. "AS-IS" SALE - ALL ASSETS ARE SOLD AS IS, WHERE IS AND WITH ALL FAULTS. SCG MAKES NO GUARANTEES OR WARRANTIES EITHER EXPRESS OR IMPLIED, AS TO THE NATURE, QUALITY, VALUE OR CONDITION OF ANY ASSET. SCG EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Delivery of Assets - To the extent possible delivery of Assets will be accomplished through electronic delivery. All other delivery will be accomplished by mail or package delivery service. Detailed List of Assets - All Intellectual Property rights associated with the Professional Time Master Software Product including: Source code, Executable form of the the product, current web pages and graphics, and the Professional Time Master trade name. Default - In the event that the high Bidder fails to complete the transaction within the time specified or otherwise fails to comply with these terms and conditions, Seller may resell the items in question without notice, and the defaulting purchaser shall forfeit Earnest Money Deposit and be liable to SCG for any resulting deficiency, including costs incurred in reselling such Assets. Miscellaneous Costs - Bidders must bear all costs of investigation and evaluation of the Assets, including fees and disbursements of your own counsel and advisors. Buyer is responsible for any and all applicable sales or transfer taxes, and recording fees, if any. Form of Payment - Full payment to be made in US Dollars by bank wire and will be required no later than thirty (30) days from acceptance of Offer. No Refunds - ALL SALES ARE FINAL. No returns or refunds will be permitted. Form of Agreement - Please see the Asset Purchase Agreement and Bill of Sale and Assignment later in this document. The successful bidder will be expected to execute a definitive agreement in substantially the same form as the attached Agreement. Modifications - SCG reserves the right to amend, modify or waive the procedures, terms and conditions described in this document at any time, with or without sending notice of the waivers or changes to potential purchasers. SCG’s interpretation of the provisions, terms and conditions of this invitation to bid shall be final and binding on all parties submitting an Offer. All offers and the completeness and adequacy thereof shall be determined in SCG’s sole discretion. Governing Law - These terms and conditions, the Agreement, and all questions with respect to the interpretation of these terms and conditions shall be governed by and construed in accordance with the internal laws of the State of North Carolina, without regard to conflict of laws provisions. If you have any questions regarding the procedures detailed in this letter please feel free to contact Steve Geringer at (919) 881-8400.
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Copyright (C) 2001-2008 SCG Associates, LLC. All rights reserved.
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