Contract Transfer Agreement

CONTRACT TRANSFER AGREEMENT

This Contract Transfer Agreement (this "Agreement") is made as of by and between Assignor: , an entity organized as with principal place of business at , and Assignee: , an entity organized as with principal place of business at (each a "Party" and collectively, the "Parties").

RECITALS

WHEREAS, Assignor is a party to that certain agreement titled dated (the "Contract"), by and between Assignor and ;

WHEREAS, Assignor desires to assign, convey and transfer to Assignee all of Assignor's rights, title and interest in and to the Contract to the extent assignable, and Assignee desires to accept such assignment and to assume the obligations described herein; and

WHEREAS, the Parties intend that the transfer effected by this Agreement be effective as of the Effective Date defined below and that the rights and obligations be securely allocated as provided in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein 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 Rights" means all rights, benefits, claims, causes of action, remedies and interests of Assignor arising under or relating to the Contract, including the right to receive payments and to enforce performance, to the extent assignable under applicable law and the terms of the Contract.

1.2 "Assigned Obligations" means all duties, liabilities and obligations of Assignor under the Contract that are expressly assumed by Assignee pursuant to Section 4 of this Agreement.

1.3 "Effective Date" means .

2. ASSIGNMENT; TRANSFER

2.1 Assignment. Subject to the terms and conditions of this Agreement, Assignor hereby assigns, transfers, conveys and delivers to Assignee, and Assignee hereby accepts, all of Assignor's right, title and interest in and to the Assigned Rights, effective as of the Effective Date.

2.2 Exclusions. Notwithstanding Section 2.1, the Parties acknowledge that any rights or obligations that are non-assignable under the express terms of the Contract or under applicable law are excluded from this assignment and shall remain the sole responsibility of Assignor unless and until such non-assignable rights or obligations are lawfully transferred.

3. CONSIDERATION

3.1 Consideration. In consideration for the assignment and assumption set forth in this Agreement, Assignee shall pay to Assignor the sum of (the "Consideration"), payable as follows:

4. ASSUMPTION OF OBLIGATIONS

4.1 Assumption. Effective as of the Effective Date, Assignee expressly assumes and agrees to perform and discharge all Assigned Obligations and agrees to be bound by the Contract with respect to such obligations in the same manner and to the same extent as if Assignee were the original contracting party.

4.2 Indemnity. Assignee shall indemnify, defend and hold harmless Assignor from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising from or relating to the failure of Assignee to perform the Assigned Obligations after the Effective Date.

5. REPRESENTATIONS AND WARRANTIES

5.1 Assignor represents and warrants to Assignee as of the Effective Date that: (a) Assignor is the lawful owner of the Assigned Rights free and clear of any lien, security interest or encumbrance except as disclosed in writing to Assignee; (b) Assignor has full corporate or other organizational power and authority to enter into and perform this Agreement; and (c) to Assignor's knowledge, there exists no default by Assignor under the Contract as of the Effective Date other than those disclosed in writing.

5.2 Assignee represents and warrants to Assignor as of the Effective Date that: (a) Assignee has full corporate or other organizational power and authority to enter into and perform this Agreement; (b) the execution and delivery of this Agreement by Assignee and the performance of its obligations hereunder have been duly authorized; and (c) no action or proceeding is pending that would prevent Assignee from performing the Assigned Obligations.

6. CONSENTS; COUNTERPARTY

6.1 Counterparty Consent. If the Contract requires the consent of the original counterparty for assignment, Assignor shall use commercially reasonable efforts to obtain such consent prior to the Effective Date. Consent obtained: Yes

6.2 Counterparty Name (if consent required):

7. FURTHER ASSURANCES

Each Party shall execute and deliver such further instruments and take such further actions as may be reasonably required to carry out the provisions and purposes of this Agreement, including providing notices to the parties to the Contract and filing any notices of assignment required by law.

8. CONFIDENTIALITY

The Parties agree that any non-public information received from the other Party in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential shall be held in confidence and not disclosed except as required by law or with the prior written consent of the disclosing Party.

9. INDEMNIFICATION

Except as expressly provided herein, each Party shall indemnify and hold harmless the other Party from and against any third-party claims, liabilities, losses or expenses arising from the indemnifying Party's breach of any representation, warranty or covenant contained in this Agreement.

10. NOTICES

All notices, consents and communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below:

11. MISCELLANEOUS

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified here:

11.2 Entire Agreement. This Agreement, together with any documents expressly 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.

11.3 Amendments; Waiver. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in a writing signed by the Party to be charged. No failure or delay by any Party in exercising any right shall operate as a waiver of that right.

11.4 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired.

11.5 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart by electronic means shall be effective as delivery of an original.

11.6 Expenses. Each Party shall bear its own costs and expenses incurred in connection with the negotiation, execution and performance of this Agreement except as otherwise provided herein.

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