Legal Transfer Document

LEGAL TRANSFER DOCUMENT

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

RECITALS

WHEREAS, Transferor holds certain right, title and interest in and to the assets, rights, claims, contract rights, intellectual property and other items described in Schedule A attached hereto and incorporated herein (the Transferred Assets); and

WHEREAS, Transferee desires to acquire from Transferor, and Transferor desires to transfer, assign and convey to Transferee, all of Transferor's right, title and interest in and to the Transferred Assets, subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth their mutual rights and obligations with respect to the transfer, and to provide for closing, further assurances, and other matters customary to transfers of the type contemplated herein.

NOW, THEREFORE

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

1. DEFINITIONS

1.1 "Transferred Assets" means the specific assets, rights and interests described in Schedule A and any ancillary rights necessary for the full enjoyment and enforcement of those assets.

1.2 "Closing" means the consummation of the transfer described in Section 4, to occur on the Closing Date.

2. TRANSFER AND ASSIGNMENT

2.1 Transfer. Subject to the terms and conditions of this Agreement, Transferor hereby irrevocably assigns, conveys, transfers and delivers to Transferee, and Transferee hereby accepts, all of Transferor's right, title and interest in and to the Transferred Assets, free and clear of all Liens other than those expressly disclosed in Schedule B.

2.2 Scope. The assignment and transfer shall include all goodwill, renewals, extensions, proceeds, causes of action, and all rights to sue for past, present or future infringement, breach or nonpayment relating to the Transferred Assets.

3. CONSIDERATION

As consideration for the transfer set forth in Section 2, Transferee shall pay to Transferor the sum of (the Purchase Price) in the manner set forth below. The parties acknowledge that the Purchase Price is fair and adequate.

4. CLOSING

4.1 Closing Date. The Closing shall occur on the date mutually agreed by the parties, which shall be no later than (the Closing Date), or such earlier date as the parties may agree in writing.

4.2 Closing Deliverables. At Closing Transferor shall deliver a bill of sale, assignments, instruments of transfer, and such other documents reasonably necessary to transfer the Transferred Assets to Transferee. Transferee shall deliver the Purchase Price and any other required documents.

5. REPRESENTATIONS AND WARRANTIES

5.1 Transferor Representations. Transferor hereby represents and warrants to Transferee that as of the Effective Date and as of the Closing: (a) it is the sole legal and beneficial owner of the Transferred Assets; (b) it has full power and authority to execute and perform this Agreement and to transfer the Transferred Assets free of any undisclosed Liens; (c) there are no pending or, to Transferor's knowledge, threatened actions, claims or proceedings relating to the Transferred Assets that would materially impair their value or transferability; and (d) the execution and performance of this Agreement does not violate any agreement or law binding on Transferor.

5.2 Transferee Representations. Transferee represents and warrants that it has full power and authority to enter into and perform this Agreement and that the execution and performance of this Agreement have been duly authorized by all necessary action.

6. COVENANTS; FURTHER ASSURANCES

6.1 Further Assurances. Each party agrees, at the request of the other, to execute and deliver such additional documents and to take such further actions as may be reasonably necessary or desirable to effectuate the purposes of this Agreement and to vest in Transferee the full benefit of the Transferred Assets.

6.2 Cooperation. Transferor shall reasonably cooperate with Transferee, at Transferee's expense where applicable, in the prosecution, maintenance and enforcement of rights transferred hereunder after the Closing, including executing assignments, confirmations and filings.

7. INDEMNIFICATION

7.1 Transferor Indemnity. Transferor shall indemnify, defend and hold harmless Transferee from and against any losses, liabilities, damages, costs and expenses (including reasonable counsel fees) arising out of any breach of Transferor's representations, warranties or covenants contained in this Agreement or any undisclosed Lien or claim against the Transferred Assets.

7.2 Transferee Indemnity. Transferee shall indemnify, defend and hold harmless Transferor from and against any losses, liabilities, damages, costs and expenses arising out of Transferee's breach of this Agreement or Transferee's exercise of rights in and to the Transferred Assets after Closing.

8. TAXES AND EXPENSES

All transfer, documentary, recording and similar taxes and fees (excluding income taxes of the parties) incurred in connection with the transfer of the Transferred Assets shall be paid by . Each party shall bear its own legal and other expenses incurred in connection with this Agreement, except as otherwise expressly provided herein.

9. LIMITATION OF LIABILITY

Except for claims arising from fraud or willful misconduct, neither party shall be liable to the other for any consequential, incidental, special or punitive damages arising out of this Agreement, whether based on contract, tort or any other legal theory.

10. NOTICES

All notices required or permitted hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, return receipt requested, or by nationally recognized overnight courier, to the addresses set forth below or to such other address as a party may designate by notice to the other party.

11. CONFIDENTIALITY

The parties agree to keep confidential and not to disclose to any third party the terms of this Agreement, except as required by law or to professional advisors on a need-to-know basis who are bound by confidentiality obligations.

12. MISCELLANEOUS

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state specified by the parties: , without regard to conflict of laws principles.

12.2 Entire Agreement. This Agreement, including Schedule A and Schedule B, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, both written and oral.

12.3 Severability. If any provision of this Agreement is determined to be invalid, illegal or unenforceable, such provision shall be enforced to the maximum extent permissible and the remaining provisions shall remain in full force and effect.

12.4 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 in exercising any right shall operate as a waiver.

12.5 Counterparts. This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. Delivery of an executed signature page by electronic means shall be effective as delivery of an original.

SCHEDULE A — DESCRIPTION OF TRANSFERRED ASSETS

SCHEDULE B — DISCLOSED LIENS, ENCUMBRANCES OR EXCEPTIONS

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