Asset Assignment Agreement Form

ASSET ASSIGNMENT AGREEMENT

THIS ASSET ASSIGNMENT AGREEMENT (the "Agreement") is made and entered into as of Effective Date: by and between Assignor Name: (Entity Type: Individual Corporation LLC Other) with principal place of business at ; and Assignee Name: (Entity Type: Individual Corporation LLC Other) with principal place of business at .

RECITALS

WHEREAS, Assignor owns and controls certain assets, rights and interests more particularly described on Schedule A attached hereto and incorporated herein (the "Assigned Assets"); and

WHEREAS, Assignee desires to acquire and Assignor desires to assign, sell and convey to Assignee all of Assignor's right, title and interest in and to the Assigned Assets upon the terms and subject to the conditions set forth in this Agreement; and

WHEREAS, the parties intend that the assignment effected by this Agreement shall be absolute, irrevocable and effective as of the Effective Date except as explicitly limited herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Assigned Assets" means all assets, rights, title and interests expressly described in Schedule A. All references to "Assigned Assets" shall include all attachments, complements, improvements, renewals and proceeds thereof unless otherwise limited in Schedule A.

1.2 "Assumed Liabilities" means liabilities, if any, expressly assumed by Assignee in Section 3 below and set forth in Schedule B.

2. ASSIGNMENT AND CONVEYANCE

2.1 Assignment. Subject to the terms and conditions of this Agreement, Assignor hereby sells, assigns, transfers, conveys and delivers to Assignee, its successors and assigns, all of Assignor's right, title and interest in and to the Assigned Assets, whether tangible or intangible, and wherever located, together with the goodwill associated therewith.

2.2 Exclusions. The assignment shall not include any assets expressly excluded on Schedule B. Assignor shall retain ownership of assets listed on Schedule B, if any.

3. CONSIDERATION; ASSUMPTION OF LIABILITIES

3.1 Consideration. In consideration for the assignment of the Assigned Assets, Assignee shall pay to Assignor the amount of (the "Purchase Price") pursuant to the payment terms set forth below.

3.2 Assumption of Liabilities. Assignee shall assume only those liabilities expressly set forth in Schedule B as Assumed Liabilities. Except as expressly set forth in Schedule B, Assignor shall remain responsible for all other obligations and liabilities.

4. CLOSING; DELIVERIES

4.1 Closing. The closing of the transactions contemplated by this Agreement (the "Closing") shall occur on a date mutually agreed by the parties following satisfaction or waiver of the conditions set forth herein (the "Closing Date").

4.2 Deliveries by Assignor. At the Closing Assignor shall, at Assignor's expense, execute and deliver such instruments of assignment, transfer, consents and other documents as Assignee may reasonably request to vest in Assignee good and marketable title to the Assigned Assets.

5. REPRESENTATIONS AND WARRANTIES OF ASSIGNOR

Assignor represents and warrants to Assignee that, as of the Effective Date and as of the Closing Date: (a) Assignor has full right, power and authority to enter into this Agreement and to transfer the Assigned Assets; (b) the Assigned Assets are free and clear of all liens, security interests, claims and encumbrances other than those disclosed in Schedule B; (c) to Assignor's knowledge, there are no pending or threatened actions, claims or proceedings relating to the Assigned Assets that would reasonably be expected to impair Assignee's use or enjoyment thereof; and (d) no consent of any third party is required for the assignment except as disclosed in Schedule C.

6. COVENANTS

6.1 Further Assurances. From time to time after the Closing, each party shall execute and deliver such further instruments and do such further acts and things as may be reasonably required to carry out the purposes of this Agreement and to vest in Assignee the Assigned Assets.

6.2 Cooperation. Assignor shall cooperate fully with Assignee in obtaining any governmental or third party consents necessary to effectuate the transfers contemplated by this Agreement, at Assignor's expense for consents attributable to prior acts of Assignor.

7. REPRESENTATIONS AND WARRANTIES OF ASSIGNEE

Assignee represents and warrants to Assignor that Assignee has full power and authority to enter into this Agreement and perform its obligations hereunder, and that the execution and delivery of this Agreement by Assignee and the performance of its obligations will not violate any contract to which Assignee is a party.

8. TAXES

All transfer, documentary, sales, use and similar taxes arising out of the transactions contemplated by this Agreement shall be borne by the party required by applicable law to pay such tax. If no law allocates responsibility, such taxes shall be borne by Assignee.

9. INDEMNIFICATION

9.1 Assignor Indemnity. Assignor shall indemnify, defend and hold harmless Assignee and its successors from and against any losses, damages, liabilities, claims and expenses arising out of any breach of Assignor's representations, warranties or covenants in this Agreement or from liabilities related to the Assigned Assets that arose prior to the Effective Date and are not Assumed Liabilities.

9.2 Assignee Indemnity. Assignee shall indemnify, defend and hold harmless Assignor from and against any losses, damages, liabilities, claims and expenses arising out of Assignee's breach of this Agreement or Assignee's post-Closing ownership or use of the Assigned Assets.

10. CONFIDENTIALITY

The parties agree to keep the terms of this Agreement and any non-public information relating to the Assigned Assets confidential, except as required by law or to the extent disclosure is reasonably necessary to consummate the transactions contemplated by this Agreement.

11. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.

12. NOTICES

All notices, consents and communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below by personal delivery, certified mail (return receipt requested), nationally recognized overnight courier, or electronic transmission with confirmation.

13. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. Each party consents to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of this Agreement.

14. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including all schedules and exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings, whether written or oral. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid provision that most closely reflects the parties' original intent.

15. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended or modified only by a written instrument signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

16. SCHEDULES

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