Authority Transfer Document

AUTHORITY TRANSFER DOCUMENT

Parties

Transferor Name:

Transferee Name:

Recitals

WHEREAS, Transferor is the lawful holder of certain authority, rights and responsibilities described herein and desires to transfer and delegate specified authority to Transferee; and

WHEREAS, Transferee represents that it has the capacity, qualifications and intent to accept the transferred authority subject to the limitations and conditions set forth in this document; and

WHEREAS, the parties wish to set forth the terms, scope and duration of such transfer and the consideration, if any, to be paid in connection therewith.

Effective Date

This Authority Transfer is effective as of (the "Effective Date").

Description of Authority to be Transferred

The Transferor hereby transfers to the Transferee, and Transferee accepts, the following authority, subject to the terms, limitations and conditions set forth in this Agreement:

Scope of Work / Delegated Duties

Transferee shall exercise the transferred authority solely for the purposes and within the scope described below. Transferee shall act in good faith, in the best interests of the Transferor to the extent required, and in compliance with all applicable laws and internal policies.

Payment Terms

As consideration for the transfer of authority, the Transferee shall pay Transferor the sum set forth below, subject to the invoicing and schedule provisions provided in this section.

Term and Termination

This Agreement shall commence on the Start Date and continue until the End Date, unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure within the notice period specified above. Termination shall not relieve obligations that by their nature survive termination.

Confidentiality

Each party (the "Recipient") shall hold in strict confidence all non-public information disclosed by the other party (the "Discloser") in connection with this Agreement, and shall not use or disclose such information except as necessary to perform obligations under this Agreement or as required by law. The Recipient shall employ at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information does not include information that is or becomes generally available to the public through no fault of the Recipient, is rightfully received from a third party without breach of confidentiality obligation, or is independently developed by the Recipient without use of the Discloser's Confidential Information.

Upon termination or expiration of this Agreement, Recipient shall promptly return or securely destroy all Confidential Information of the Discloser and certify such return or destruction in writing upon request.

Representations, Covenants and Liability

Each party represents and warrants that it has full authority to enter into this Agreement and to perform its obligations. Transferee covenants to act only within the scope of the authority explicitly transferred. Neither party shall be liable for indirect, incidental or consequential damages except to the extent caused by gross negligence or willful misconduct.

Assignment and Subdelegation

Transferee shall not assign or subdelegate the transferred authority in whole or in part without the prior written consent of Transferor, which shall not be unreasonably withheld. Any purported assignment without such consent is void.

Governing Law; 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. The parties consent to exclusive jurisdiction and venue in the courts located in that State for disputes arising out of or relating to this Agreement.

Entire Agreement; Amendment

This Agreement, including all exhibits and documents incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral. This Agreement may be amended only by a written instrument signed by duly authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The headings in this Agreement are for convenience only and shall not affect interpretation.

Acknowledgment

Each party acknowledges that it has read this Agreement, understands its terms, and has had the opportunity to obtain independent legal advice prior to signing. The persons signing below represent and warrant that they are authorized to bind their respective parties.

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