Asset Transfer Agreement

ASSET TRANSFER AGREEMENT

Parties and Effective Date

This Asset Transfer Agreement (the Agreement) is made and entered into as of (Effective Date), by and between:

Recitals

WHEREAS, Transferor owns certain tangible and intangible assets described in Schedule A attached hereto and incorporated herein; and

WHEREAS, Transferee desires to acquire, and Transferor desires to transfer, all right, title and interest in and to such assets on the terms and conditions set forth in this Agreement.

1. Definitions

For purposes of this Agreement, "Assets" means the assets identified in the Asset Schedule below and any additions or replacements thereto by written agreement of the parties.

2. Transfer of Assets

Subject to the terms, conditions and covenants of this Agreement, Transferor hereby sells, assigns, transfers and conveys to Transferee, and Transferee hereby purchases and accepts from Transferor, all of Transferor's right, title and interest in and to the Assets, free and clear of all liens, encumbrances and security interests except as expressly disclosed in this Agreement.

3. Purchase Price and Payment

4. Asset Schedule

The Assets being transferred are described in the table below. If additional space is required, include descriptions in the Additional Asset Details field.

5. Representations and Warranties of Transferor

Transferor represents and warrants to Transferee that as of the Effective Date: (a) Transferor has good and marketable title to the Assets, free of all liens and encumbrances except those disclosed in the Liens and Encumbrances field below; (b) Transferor has full right, power and authority to enter into this Agreement and to transfer the Assets; (c) the Assets are not subject to any pending litigation or undisclosed claims materially adversely affecting their value; and (d) Transferor has provided Transferee with all material records related to ownership, maintenance and condition of the Assets.

6. Condition of Assets; "AS IS" Clause

Except for the express warranties set forth in this Agreement, the Assets are transferred on an "AS IS, WHERE IS" basis, with all faults, and Transferor expressly disclaims all other warranties, express or implied, including any implied warranty of merchantability or fitness for a particular purpose, except to the extent expressly provided in this Agreement.

7. Taxes, Fees and Closing Costs

Unless otherwise agreed in writing, Transferee shall be responsible for all sales, use, transfer, registration and other taxes, fees, and charges arising from the transfer of the Assets. Parties shall cooperate in good faith to complete all filings and pay amounts required by law in connection with the transfer.

8. Indemnification

Transferor shall indemnify, defend and hold harmless Transferee from and against any loss, liability or expense (including reasonable attorneys' fees) arising out of any breach of Transferor's representations, warranties or covenants in this Agreement. Transferee shall indemnify, defend and hold harmless Transferor from and against any loss, liability or expense arising out of Transferee's ownership, possession or use of the Assets following Closing, except to the extent caused by Transferor's breach prior to Closing.

9. Default and Remedies

In the event of a material default under this Agreement by either party, the non-defaulting party shall have the right to pursue all remedies available at law or in equity, including specific performance, damages and right to recover reasonable attorneys' fees and costs incurred in enforcing this Agreement. No remedy provided herein is exclusive.

10. Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles. Any action or proceeding relating to this Agreement shall be brought in state or federal courts located in that state, and the parties irrevocably submit to the personal jurisdiction of such courts.

11. Miscellaneous

Entire Agreement: This Agreement, together with any schedules and written exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings.

Amendments: No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties.

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Transferee may assign to an affiliate upon written notice to Transferor.

Acknowledgment

Each party acknowledges that it has read this Agreement, understands its terms, and has had the opportunity to obtain independent legal advice. Each person signing below represents and warrants that he or she is duly authorized to execute and deliver this Agreement on behalf of the party for whom he or she signs.

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