Legal Deed of Gift

LEGAL DEED OF GIFT

This Deed of Gift is made this day of , between Donor Name: of Donor Address: (hereinafter "Donor") and Donee Name: of Donee Address: (hereinafter "Donee").

Recitals

WHEREAS, Donor is the lawful owner of the property described in Section 1 below and has the full power and authority to give, transfer and convey such property; and

WHEREAS, Donor desires to make an irrevocable present gift of the described property to Donee, and Donee desires to accept such gift on the terms set forth in this Deed.

WHEREAS, the parties intend by this instrument to effect an immediate, absolute and irrevocable transfer of title to the described property without monetary consideration, except as expressly stated herein.

Now, Therefore

NOW, THEREFORE, in consideration of the mutual covenants and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged), the parties agree as follows:

1. Gift

Donor hereby irrevocably gives, grants, conveys and transfers to Donee, absolutely and forever, all right, title and interest of Donor in and to the property described in Section 2 below (the "Gift"). The transfer effected by this Deed is intended to be immediate, complete and without reservation unless expressly provided herein.

2. Description of Property

The property subject to this Gift is selected as indicated below. Select the applicable box and provide the descriptive information required.

Real property Personal property

3. Transfer of Title and Delivery

Upon execution of this Deed and, where applicable, delivery of any required instruments of transfer, Donor shall deliver possession of the Gift to Donee and shall execute and deliver such further documents and instruments reasonably necessary to transfer and perfect title to the Gift in Donee. If the Gift is real property, Donor shall execute and deliver a properly executed deed of conveyance sufficient for recording in the appropriate public records.

4. Consideration; Acceptance

The parties acknowledge and agree that the Gift is made without monetary consideration. Any nominal consideration stated for the purpose of recordation is acknowledged as a formality only and is not intended to negate the irrevocable nature of this Gift. Donee hereby accepts the Gift and agrees to hold and use the Gift subject to the terms of this Deed.

5. Representations and Warranties of Donor

Donor represents and warrants to Donee that: (a) Donor is the lawful owner of the Gift and has good and marketable title to the Gift, free and clear of all liens, encumbrances, claims and adverse interests except as expressly disclosed in writing to Donee; (b) Donor has full power, capacity and authority to execute and deliver this Deed and to transfer the Gift; and (c) the execution, delivery and performance of this Deed will not violate any agreement, instrument, judgment or law binding on Donor.

6. Taxes, Fees and Costs

Except as otherwise expressly provided, Donee shall be responsible for filing, recording and documentary transfer taxes, conveyance fees, and other costs of transfer after the date of this Deed. Donor shall pay any taxes or assessments accrued prior to the date of transfer unless otherwise agreed in writing.

7. Indemnification

Donor shall indemnify and hold harmless Donee from and against any liabilities, losses, claims, damages or expenses (including reasonable attorneys' fees) arising out of any breach of Donor's representations or warranties set forth in this Deed. Donee shall indemnify and hold harmless Donor for claims arising from Donee's possession, use or disposition of the Gift after transfer, except to the extent caused by Donor's breach.

8. Notices

All notices, requests, demands and other communications required or permitted hereunder shall be in writing and given to the parties at the addresses set forth below or at such other address as either party may designate by notice in accordance with this section. Notices shall be deemed delivered when received.

9. Amendments; Waiver

No amendment, modification or waiver of any provision of this Deed shall be effective unless in writing and signed by both Donor and Donee. No failure or delay by either party in exercising any right shall operate as a waiver thereof.

10. Counterparts

This Deed may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by facsimile or electronic transmission shall be binding for all purposes.

11. Governing Law; Severability; Entire Agreement

This Deed shall be governed by and construed in accordance with the laws of the state indicated below without regard to its conflict of laws principles. If any provision of this Deed is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Deed constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

12. Additional Provisions

The parties confirm that there are no other agreements relating to the Gift except as expressly set forth in this Deed. This Deed is binding upon and shall inure to the benefit of the parties and their respective heirs, successors and permitted assigns. There are no intended third-party beneficiaries of this Deed.

Acknowledgments

Each party represents and warrants that the individual signing this Deed on its behalf is duly authorized to execute this Deed and to bind such party. Each party acknowledges receipt of a copy of this Deed.

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