Legal Giving Form

LEGAL GIVING FORM

This Legal Giving Form ("Agreement") is made and entered into as of by and between Donor Name: Individual Entity with primary address (hereinafter "Donor"), and Donee Name: Individual Entity with primary address (hereinafter "Donee").

RECITALS

WHEREAS, Donor is the lawful owner of certain property or interests described below and desires to transfer and give such property to Donee; and

WHEREAS, Donee desires to accept the transfer and to hold the property subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that this transfer constitute a gift, gratuitous in nature, except as otherwise expressly provided in this Agreement.

NOW, THEREFORE

In consideration of the mutual 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

For the purposes of this Agreement, the following terms shall have the meanings set forth below: "Gift" means the property, asset, right or interest described in Section 2; "Effective Date" means the date set forth above; "Party" or "Parties" means Donor and Donee collectively or individually as the context requires.

2. DESCRIPTION AND DELIVERY OF GIFT

Donor hereby gives, grants, conveys and transfers to Donee, and Donee hereby accepts, all of Donor's right, title and interest in and to the following described property (the "Gift"):

Transfer of the Gift shall be effected by the delivery of any instruments of transfer, title documents, certificates, bills of sale, assignments, deeds, endorsements or other documents reasonably necessary or appropriate to vest title to the Gift in Donee. Delivery shall be deemed effective upon actual transfer of possession or execution and delivery of all instruments required to transfer legal title.

3. NATURE OF GIFT; NO CONSIDERATION

The parties acknowledge and agree that the Gift is intended by Donor to be a gratuitous transfer to Donee and not a sale or exchange. Except as expressly provided in this Agreement, Donor shall receive no consideration, payment or other benefit in exchange for the Gift.

4. REPRESENTATIONS AND WARRANTIES

Donor represents and warrants to Donee as follows: (a) Donor is the lawful owner of the Gift and has full right, power and authority to transfer the Gift free and clear of any liens, encumbrances, security interests, adverse claims or restrictions unless expressly disclosed in writing; (b) there are no pending or threatened actions, claims or proceedings that would adversely affect Donor's ability to perform under this Agreement; and (c) execution and delivery of this Agreement by Donor and performance hereunder do not violate any agreement, law or other obligation binding on Donor.

Donee represents and warrants that Donee has the power and authority to accept the Gift and that acceptance will not violate any material obligation or law binding on Donee.

5. TAX MATTERS

Each Party acknowledges that it has been advised to obtain independent tax advice concerning the federal, state and local tax consequences of the transactions contemplated by this Agreement. Donor acknowledges that Donee makes no representations regarding the tax deductibility of the Gift. Donor shall be solely responsible for any tax liability arising from the making of the Gift unless otherwise required by law.

6. REVOCATION; CONDITIONS

The parties agree that the Gift is Irrevocable Revocable (specify conditions below)

7. DELIVERY, ACCEPTANCE, AND INSPECTION

Donor shall deliver all tangible documents and instruments necessary to transfer the Gift to Donee within a reasonable time. Donee shall be entitled to inspect any tangible Gift upon reasonable notice prior to acceptance. Acceptance by Donee shall be effective upon Donee's execution of this Agreement or upon Donee's actual receipt of the Gift, whichever first occurs.

8. FURTHER ASSURANCES

From time to time after the Effective Date, each Party shall execute and deliver such further documents and instruments and take such further action as may reasonably be required to effectuate the purposes and intent of this Agreement, including any filings or recordations necessary to perfect transfer of the Gift.

9. INDEMNIFICATION

Each Party shall indemnify, defend and hold harmless the other Party from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach of that Party's representations, warranties or covenants under this Agreement, or out of that Party's negligent or willful misconduct in connection with the Gift.

10. CONFIDENTIALITY

Except as required by law, neither Party shall disclose the terms of this Agreement or confidential information of the other Party obtained in connection with this Agreement without the prior written consent of the other Party. Confidential information does not include information that is or becomes publicly available without breach of this Agreement.

11. NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed delivered when personally delivered, sent by nationally recognized overnight courier, or three days after deposit in the United States mail, postage prepaid, addressed as follows:

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the state specified here: without regard to its conflicts of law principles. This Agreement 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. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

13. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument executed by both Parties. No failure or delay by either Party in exercising any right hereunder shall operate as a waiver of such right. 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.

14. MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect its interpretation. References to statutes or regulations shall include all successor statutes and regulations. The obligations, representations and warranties set forth in this Agreement shall survive the transfer of the Gift to the extent necessary to give effect to their intent.

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