Legal Transfer Agreement

LEGAL TRANSFER AGREEMENT

This Legal Transfer Agreement (the "Agreement") is made as of Effective Date: by and between Transferor Name: , with principal address: (the "Transferor"), and Transferee Name: , with principal address: (the "Transferee").

RECITALS

WHEREAS, Transferor is the sole legal and beneficial owner of certain assets, rights and interests described as follows:

WHEREAS, Transferor desires to transfer, assign and convey to Transferee, and Transferee desires to accept and assume, all right, title and interest in and to the described assets, subject to the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend that such transfer shall be effective on the Effective Date set forth above or such other date as the parties may agree in writing.

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

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below. "Assets" means the assets, rights, properties, licenses and interests described in the Description of Assets field above. "Claims" means any losses, liabilities, obligations, actions, suits, causes of action, damages, fines, penalties, costs and expenses (including reasonable attorneys' fees).

2. TRANSFER AND ASSIGNMENT

2.1 Transfer. Subject to the terms and conditions of this Agreement, Transferor hereby sells, transfers, conveys, assigns and delivers to Transferee, and Transferee hereby accepts, all of Transferor's right, title and interest in and to the Assets, free and clear of all liens, encumbrances and adverse claims except as expressly set forth in this Agreement.

2.2 Excluded Assets. The following assets are expressly excluded from the transfer:

3. CONSIDERATION

Cash    Promissory note    Other (describe)

4. REPRESENTATIONS AND WARRANTIES OF TRANSFEROR

Transferor represents and warrants to Transferee that, as of the Effective Date and as of the Closing Date (if any): (a) Transferor has full right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby; (b) Transferor is the lawful owner of the Assets and has good and marketable title thereto, free and clear of all liens, claims and encumbrances except those disclosed in writing to Transferee; (c) there are no actions, suits, investigations or proceedings pending or, to Transferor's knowledge, threatened against the Assets that would reasonably be expected to materially impair the rights transferred herein; and (d) the execution and performance of this Agreement by Transferor will not violate any material agreement, judgment, order, law or regulation applicable to Transferor.

5. REPRESENTATIONS AND WARRANTIES OF TRANSFEREE

Transferee represents and warrants to Transferor that it has full power and authority to enter into this Agreement and to perform its obligations hereunder and that, upon consummation of the transfer as provided in this Agreement, Transferee will have the authority and capacity to hold and operate the Assets in accordance with applicable law.

6. CLOSING

The closing of the transactions contemplated by this Agreement (the "Closing") shall occur on Closing Date: , or at such other date and time as the parties may agree in writing. At the Closing, Transferor shall deliver to Transferee such assignments, instruments of transfer, bills of sale and other documents as are reasonably necessary to transfer good and marketable title to the Assets, and Transferee shall deliver the agreed consideration.

7. TAXES AND EXPENSES

Except as otherwise provided herein, Transferor and Transferee shall each bear their own fees and expenses incurred in connection with the negotiation and execution of this Agreement. All transfer, documentary, registration, stamp, sales and other taxes, fees and governmental charges arising from the transfer of the Assets shall be paid by .

8. INDEMNIFICATION

8.1 Transferor Indemnity. Transferor shall indemnify, defend and hold harmless Transferee and its affiliates from and against any and all Claims arising out of (a) any breach of Transferor's representations or warranties contained herein, (b) the ownership or operation of the Assets prior to the Effective Date, and (c) liabilities relating to excluded assets.

8.2 Transferee Indemnity. Transferee shall indemnify, defend and hold harmless Transferor and its affiliates from and against any and all Claims arising out of (a) any breach of Transferee's representations or warranties contained herein, and (b) the ownership or operation of the Assets after the Effective Date.

9. CONFIDENTIALITY

Each party shall keep confidential and not disclose to any third party any non-public information obtained from the other party in connection with this Agreement, except as required by law or with the disclosing party's prior written consent. The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years.

10. FURTHER ASSURANCES

After the Effective Date, each party shall execute and deliver such further instruments and take such further actions as may be reasonably required to effectuate the transfer of the Assets and to carry out the intent of this Agreement.

11. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses specified below (or to such other address as a party may designate by notice in accordance with this Section).

12. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom enforcement is sought. No failure or delay by any party in exercising any right hereunder shall operate as a waiver of such right.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to its conflict of laws principles.

14. ENTIRE AGREEMENT

This Agreement (including the Description of Assets and any schedules or attachments executed by the parties) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written.

15. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

16. COUNTERPARTS

This Agreement may be executed in counterparts, each of which when so executed shall be deemed an original, and all of which taken together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be binding for all purposes.

17. SURVIVAL

The representations, warranties and covenants of the parties contained in this Agreement shall survive the Closing for the statute of limitations period applicable to the subject matter of such representations and warranties, unless a longer period is required by applicable law.

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