Equipment Assignment Agreement

Equipment Assignment Agreement

This Equipment Assignment Agreement (the "Agreement") is made effective as of (the "Effective Date"), by and between Assignor: with address: and Assignee: with address: .

WHEREAS

WHEREAS, Assignor is the lawful owner of certain tangible equipment more particularly described below and wishes to assign, transfer and deliver all right, title and interest in such equipment to Assignee pursuant to the terms set forth in this Agreement; and

WHEREAS, Assignee desires to accept the assignment of the equipment on the terms and conditions contained herein and to assume specified liabilities associated with the equipment.

WHEREAS, the parties intend that this Agreement effect a complete assignment of the rights described below and set forth the respective representations, warranties, covenants and obligations of the parties with respect to the assigned equipment.

ASSIGNED EQUIPMENT

The equipment to be assigned under this Agreement (the "Assigned Equipment") is described as follows. The parties may attach additional schedules describing additional equipment and such schedules shall be incorporated by reference.

If additional equipment items are being assigned, attach an addendum labeled "Schedule A" and initial it: Assignor Initials: Assignee Initials:

SCOPE OF ASSIGNMENT

Assignor hereby assigns, transfers and conveys to Assignee all of Assignor's right, title and interest in and to the Assigned Equipment described above, including any accessories, manuals and associated software, subject to the terms and conditions of this Agreement. The assignment includes all warranty rights, service records in Assignor's possession and any transferable maintenance agreements, to the extent assignable by third parties.

PAYMENT TERMS

In consideration for the assignment of the Assigned Equipment, Assignee shall pay Assignor the total sum of (the "Purchase Price"), in accordance with the schedule below.

Late payments shall incur interest at the rate of on the unpaid balance, together with any costs of collection, including reasonable attorneys' fees.

DELIVERY, RISK OF LOSS, AND ACCEPTANCE

Assignor shall deliver the Assigned Equipment to Assignee at the location specified by Assignee on or before . Risk of loss shall pass to Assignee upon physical delivery and acceptance testing as described below.

REPRESENTATIONS, WARRANTIES AND COVENANTS

Assignor represents and warrants that: (a) Assignor is the sole legal and beneficial owner of the Assigned Equipment, free and clear of any security interests, liens, claims or encumbrances except those disclosed in writing to Assignee; (b) Assignor has full right, power and authority to assign the Assigned Equipment; and (c) to Assignor's knowledge, the Assigned Equipment is in the stated condition and not subject to any pending legal action that would impair Assignor's ability to transfer title.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ASSIGNOR MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of (a) the indemnifying party's breach of its representations, warranties or covenants in this Agreement; and (b) claims arising from the indemnifying party's negligence or willful misconduct in connection with the Assigned Equipment prior to assignment.

TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall continue until all obligations of the parties under this Agreement have been fully performed, or until terminated as provided herein. Intended start date: . Intended end date (if any):

Either party may terminate this Agreement for material breach by the other party upon written notice and a -day cure period. Termination shall not relieve Assignee of obligations to pay sums accrued prior to termination or to return any equipment where rights were not effectively transferred.

CONFIDENTIALITY

The parties acknowledge that, by virtue of negotiations and performance under this Agreement, each party may receive Confidential Information of the other. "Confidential Information" means non-public business, technical and financial information disclosed in any form. Each receiving party agrees to maintain the confidentiality of such information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; not to use Confidential Information for any purpose other than performance of this Agreement; and not to disclose Confidential Information to any third party except to employees, agents or advisors with a need to know who are bound by confidentiality obligations no less restrictive than those herein. The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of three (3) years.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. The parties agree that disputes will be resolved in the state or federal courts located within that state.

ENTIRE AGREEMENT

This Agreement, together with any schedules and attachments referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement will remain in full force and effect. The parties acknowledge that this Agreement may be executed in counterparts, each of which shall be deemed an original, and electronic or facsimile signatures shall be treated as original signatures for all purposes.

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