Legal Agreement Deed

LEGAL AGREEMENT DEED

This Deed of Agreement (the "Deed") is made on this day: Day Month Year between Party A: , Entity Type: Individual Corporation, Principal Address: ; and Party B: , Entity Type: Individual Corporation, Principal Address: .

RECITALS

WHEREAS, Party A is the legal owner or authorized holder of certain rights, title, interest and obligations described as the Property in Schedule A and wishes to grant, convey or otherwise transfer certain rights as set forth in this Deed;

WHEREAS, Party B desires to receive and accept the grant, conveyance or other transfer of such rights on the terms and subject to the conditions set forth in this Deed, and each Party represents that it has the authority and capacity to enter into and perform this Deed;

WHEREAS, the Parties intend that this Deed operate as an instrument under seal and be executed, delivered and intended to be legally binding as a deed.

NOW, THEREFORE, in consideration of the mutual covenants, agreements and undertakings contained in this Deed and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 In this Deed, unless the context otherwise requires, the following words and expressions have the following meanings:

"Property" means the asset, rights, interests or real property more particularly described in Schedule A attached hereto and in any ancillary instrument executed pursuant to this Deed.

"Effective Date" means the date first written above.

2. GRANT, CONVEYANCE AND OPERATION AS DEED

2.1 Subject to the terms and conditions of this Deed, Party A hereby grants, conveys, assigns and transfers to Party B all of Party A's right, title and interest in and to the Property, to have and to hold the same unto Party B with all appurtenances and subject to all covenants, conditions, reservations and easements affecting the Property.

2.2 The Parties acknowledge and agree that this instrument is intended to be executed and delivered as a deed and takes effect as a deed upon execution by the Parties in the manner prescribed by applicable law.

3. CONSIDERATION

3.1 As sole and sufficient consideration for the grant, conveyance and transfer provided in Clause 2, Party B shall pay to Party A the sum of (the "Consideration") in the manner and at the times set forth below.

3.2 Payment of the Consideration shall be made to Party A at Party A's designated account or by such other method as the Parties may mutually agree in writing.

4. REPRESENTATIONS AND WARRANTIES

4.1 Each Party represents and warrants to the other that as of the Effective Date: (a) it has full power, capacity and authority to enter into and perform this Deed; (b) the execution, delivery and performance of this Deed have been duly authorized; and (c) this Deed constitutes a legal, valid and binding obligation enforceable in accordance with its terms.

4.2 Party A further represents and warrants that, to the best of its knowledge, the Property is free and clear of all liens, encumbrances and claims except those disclosed in writing to Party B prior to the Effective Date.

5. COVENANTS

5.1 Each Party covenants to perform and observe all obligations expressed to be performed by it under this Deed and to execute such further instruments and take such actions as may be reasonably necessary to give full effect to the transactions contemplated by this Deed.

5.2 Party A shall, at Party A's cost, deliver to Party B all documents of title, assignments, and other instruments reasonably necessary to vest in Party B the rights transferred hereunder.

6. INDEMNIFICATION

6.1 Each Party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party (the "Indemnified Party") from and against any and all losses, liabilities, claims, damages, costs and expenses (including reasonable attorneys' fees) arising out of: (a) any breach of the Indemnifying Party's representations, warranties or covenants contained in this Deed; or (b) any third-party claim to the extent attributable to the acts or omissions of the Indemnifying Party.

7. LIMITATION OF LIABILITY

7.1 Except for liability arising from fraud, willful misconduct, gross negligence, or a breach of a fundamental covenant of this Deed, neither Party shall be liable to the other for consequential, special, incidental or punitive damages.

8. ASSIGNMENT

8.1 Neither Party may assign or transfer any of its rights or obligations under this Deed without the prior written consent of the other Party, such consent not to be unreasonably withheld; provided that a Party may assign all or substantially all of its rights and obligations to an affiliate or successor by operation of law upon notice to the other Party.

9. NOTICES

9.1 Any notice, demand or other communication required or permitted under this Deed shall be in writing and shall be delivered personally, sent by certified mail (return receipt requested), by nationally recognized overnight courier, or by hand to the addresses set forth below or to such other address as a Party may designate by notice to the other.

10. GOVERNING LAW

10.1 This Deed and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of the jurisdiction designated by the Parties:

11. ENTIRE AGREEMENT, SEVERABILITY, AMENDMENT AND WAIVER

11.1 Entire Agreement. This Deed constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior agreements, negotiations and understandings, whether written or oral, relating to that subject matter.

11.2 Severability. If any provision of this Deed is held to be invalid, illegal or unenforceable in any respect under applicable law, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

11.3 Amendment. No amendment, modification or waiver of any provision of this Deed shall be effective unless in writing and signed by each Party.

11.4 Waiver. No failure or delay by any Party in exercising any right under this Deed shall operate as a waiver of that right, nor shall any single or partial exercise of any right preclude any other or further exercise of that right.

12. COUNTERPARTS

12.1 This Deed may be executed in any number of counterparts, each of which shall be an original and 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 a manually executed counterpart.

SCHEDULE A — DESCRIPTION OF PROPERTY

EXECUTION AS A DEED

The Parties acknowledge that this Deed is delivered as a deed, that it is intended to be legally binding, and that execution of this Deed constitutes delivery of a deed by the executing Party. Each signatory warrants that they have the authority to execute this Deed on behalf of the party for whom they sign.

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