Legal Document Transfer Agreement

LEGAL DOCUMENT TRANSFER AGREEMENT

This Legal Document Transfer Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Transferor Name: , an entity of type Individual Corporation LLC , with principal address at , and Transferee Name: , an entity of type Individual Corporation LLC , with principal address at .

RECITALS

WHEREAS, Transferor is the lawful holder, custodian, or owner of certain documents, records and files described in Section 2 (the "Documents"), and Transferor desires to transfer, assign and deliver such Documents to Transferee in accordance with the terms set forth herein; and

WHEREAS, Transferee desires to accept the transfer of the Documents from Transferor, subject to the representations, warranties, covenants and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms under which the Documents will be transferred, and to allocate risk, responsibility and remedies related thereto.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained 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 "Documents" means the documents, records, data, instruments and related materials listed in the Schedule of Documents attached hereto and described in Section 2, together with any copies, excerpts and reproductions thereof in any form.

2. DESCRIPTION AND SCHEDULE OF DOCUMENTS

2.1 The Documents being transferred under this Agreement are described generally as follows. The parties shall list all documents and any identifying information (dates, file numbers, title, physical or electronic location).

3. TRANSFER; CONSIDERATION; EFFECTIVE TIME

3.1 Transfer. Subject to the terms and conditions of this Agreement, Transferor hereby transfers, assigns and delivers to Transferee all rights, title and interest in and to the Documents described in Section 2. The transfer shall include physical possession where applicable and an assignment of custody and control.

3.2 Consideration. As consideration for the transfer, Transferee shall pay to Transferor the amount of (USD) or otherwise provide the consideration described here: .

3.3 Effective Time. The transfer of ownership and custody of the Documents shall be effective on Delivery Date: or upon such earlier date as physical or electronic delivery is completed and Transferee accepts in writing.

4. DELIVERY AND ACCEPTANCE

4.1 Delivery. Transferor shall deliver the Documents to Transferee at the address specified in Section 11 or by secure electronic transmission to the address specified in Section 11 within the time period agreed by the parties. Transferor shall use reasonable care in packaging and transmitting the Documents.

4.2 Acceptance. Transferee shall have a period of seven (7) business days following receipt to inspect the Documents and to provide written notice of any material nonconformity or deficiency. Failure to provide timely written notice shall constitute acceptance.

5. REPRESENTATIONS AND WARRANTIES

5.1 Transferor represents and warrants to Transferee that: (a) Transferor is the lawful owner or has lawful custody and authority to transfer the Documents; (b) to Transferor's knowledge, the Documents are authentic and contain no intentional misrepresentations; (c) there are no liens, encumbrances, security interests, or adverse claims that materially impair Transferee's ability to use or possess the Documents except as disclosed in writing prior to the Effective Date; and (d) the execution and performance of this Agreement by Transferor do not violate any agreement or law binding on Transferor.

5.2 Transferee represents and warrants to Transferor that Transferee has the legal capacity and authority to accept the Documents and to perform its obligations under this Agreement.

6. CONFIDENTIALITY; PRIVACY

6.1 Confidential Information. All Documents, and the contents thereof, shall be deemed Confidential Information of Transferor unless otherwise identified in writing. Transferee shall maintain the confidentiality of the Documents using at least the same degree of care as for its own confidential information, but in no event less than reasonable care.

6.2 Legal Compulsion. If Transferee is compelled by law to disclose any Confidential Information, Transferee shall provide Transferor prompt written notice so Transferor may seek protection or other appropriate remedy. Disclosures shall be limited to the minimum required by law or regulation.

7. TITLE; RISK OF LOSS

7.1 Title. Title to the Documents shall pass to Transferee upon completion of delivery and acceptance as provided in Section 4, subject to any liens or encumbrances disclosed in writing prior to the Effective Date.

7.2 Risk of Loss. Risk of loss or damage to physical Documents shall remain with Transferor until physical delivery to Transferee is complete. Risk of loss for electronic Documents shall pass upon secure transmission and confirmation of receipt by Transferee.

8. INDEMNIFICATION

8.1 Transferor Indemnity. Transferor shall indemnify, defend and hold harmless Transferee from and against any and all losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of any third-party claim that the Documents infringed the rights of a third party, or that Transferor lacked authority to transfer the Documents, except to the extent resulting from Transferee's use inconsistent with this Agreement.

8.2 Transferee Indemnity. Transferee shall indemnify, defend and hold harmless Transferor from and against any and all losses arising from Transferee's negligent or willful misuse of the Documents after acceptance.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM FRAUD, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS SET FORTH HEREIN, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY SHALL BE LIMITED TO THE AMOUNTS ACTUALLY PAID OR PAYABLE UNDER THIS AGREEMENT.

10. FURTHER ASSURANCES

Each party shall execute and deliver such additional instruments and take such further actions as may be reasonably necessary to effectuate the purposes and intent of this Agreement, including correcting any documentation or records to reflect the transfer of Documents.

11. NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or as subsequently modified by notice in accordance with this Section).

12. AMENDMENT; WAIVER; COUNTERPARTS

12.1 Amendment. This Agreement may not be amended except by a written instrument signed by both parties.

12.2 Waiver. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of such right, nor shall any single or partial exercise of any right preclude any other or further exercise of such right.

12.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be deemed original signatures for all purposes.

13. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles. Any dispute arising out of or related to this Agreement shall be resolved as follows: .

14. ENTIRE AGREEMENT; SEVERABILITY

14.1 Entire Agreement. This Agreement, including any schedules and exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements, whether written or oral, relating thereto.

14.2 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such provision shall be reformed only to the extent necessary to make it valid and enforceable, and the remaining provisions of this Agreement shall remain in full force and effect.

EXECUTION

The parties have executed this Agreement through their duly authorized representatives as of the Effective Date set forth above.

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