Legal Transfer Letter

LEGAL TRANSFER LETTER

This Legal Transfer Letter (the "Letter") is made and entered into as of by and between Transferor Name: with address and Transferee Name: with address .

RECITALS

WHEREAS, Transferor is the lawful owner of certain assets, rights and interests described herein and desires to transfer such assets to Transferee on the terms and subject to the conditions set forth in this Letter; and

WHEREAS, Transferee desires to acquire from Transferor, and Transferor desires to transfer to Transferee, the assets and interests described in Section 2 below in consideration of the payments and undertakings described in Section 3 below;

WHEREAS, the parties intend that this Letter set forth the material terms of the transfer, and that the parties will take the actions necessary to effectuate the transfer as provided herein.

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

1. DEFINITIONS

For purposes of this Letter the following capitalized terms shall have the meanings set forth below:

"Assets" means all assets, rights, titles and interests to be transferred pursuant to this Letter, including but not limited to the items listed in the Asset Schedule and all contracts, permits and intellectual property specifically identified in such schedule.

"Effective Date" means the date first written above.

2. TRANSFER OF ASSETS

2.1 Transfer. Subject to the terms and conditions of this Letter, Transferor hereby transfers, conveys and assigns to Transferee all right, title and interest in and to the Assets free and clear of all liens, encumbrances and claims other than those set forth in the Asset Schedule.

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

3. CONSIDERATION

3.1 Purchase Price. In full consideration for the transfer of the Assets, Transferee shall pay to Transferor the sum of (the "Purchase Price"), subject to any adjustments expressly provided for in this Letter.

3.2 Payment Terms. The Purchase Price shall be paid as follows: .

4. REPRESENTATIONS AND WARRANTIES

4.1 Transferor Representations. Transferor represents and warrants to Transferee that, as of the Effective Date:

(a) Transferor has full power and authority to execute and deliver this Letter and to consummate the transactions contemplated herein; no consent or approval of any third party is required except as expressly disclosed in the Asset Schedule.

(b) Transferor is the sole legal and beneficial owner of the Assets, and the Assets are free and clear of all liens, encumbrances, pledges, charges and claims except those disclosed in the Asset Schedule.

(c) To Transferor's knowledge, there is no pending or threatened litigation, governmental proceeding or administrative action affecting the Assets that would reasonably be expected to materially impair their value or transferability.

4.2 Transferee Representations. Transferee represents and warrants to Transferor that it has full power and authority to enter into this Letter, that the execution and performance will not violate any agreement or law applicable to Transferee, and that Transferee has sufficient funds and authority to perform its obligations under this Letter.

5. COVENANTS

5.1 Further Assurances. Each party shall execute and deliver such further documents and instruments and take such actions as may be reasonably necessary to effectuate the transactions contemplated by this Letter.

5.2 Cooperation. Transferor shall cooperate with Transferee to obtain necessary third-party consents, assignments or approvals where required to transfer the Assets, provided that Transferee shall be responsible for any third-party fees associated with such consents unless otherwise agreed in writing.

6. TAXES AND ALLOCATION OF LIABILITIES

Unless otherwise agreed in writing, all transfer taxes, recording fees and similar documentary taxes arising from the transfer of the Assets shall be paid by .

Each party shall remain responsible for liabilities and obligations accruing prior to the Effective Date to the extent expressly allocated to such party in the Asset Schedule or this Letter.

7. INDEMNIFICATION

7.1 Transferor Indemnity. Transferor shall indemnify, defend and hold harmless Transferee and its affiliates from and against any and all losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees) arising from any breach of Transferor's representations, warranties or covenants set forth in this Letter.

7.2 Transferee Indemnity. Transferee shall indemnify, defend and hold harmless Transferor and its affiliates from and against any and all losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees) arising from Transferee's breach of this Letter or from the use or ownership of the Assets after the Effective Date, except to the extent resulting from Transferor's breach of representations or warranties.

8. CLOSING

8.1 Closing Deliveries by Transferor. At closing, Transferor shall deliver duly executed instruments of transfer, assignments, bills of sale and such other documents reasonably necessary to vest in Transferee all of Transferor's right, title and interest in the Assets.

8.2 Closing Deliveries by Transferee. At closing, Transferee shall deliver the Purchase Price and such other instruments as are required by this Letter.

9. NOTICES

All notices, demands or communications required or permitted by this Letter shall be in writing and shall be deemed to have been duly given when delivered personally, sent by nationally recognized overnight courier, or emailed with confirmation of receipt, to the addresses set forth below or to such other address as either party may designate by notice:

10. AMENDMENTS; WAIVER; COUNTERPARTS

This Letter may be amended, modified or supplemented only by a written instrument signed by both parties. No failure or delay by any party in exercising any right or remedy shall operate as a waiver thereof, and no single or partial exercise of any right shall preclude any other or further exercise. This Letter 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.

11. GOVERNING LAW

This Letter shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

12. ENTIRE AGREEMENT; SEVERABILITY

This Letter, including the Asset Schedule and any exhibits or schedules hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements. If any provision of this Letter is held invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

13. MISCELLANEOUS

The headings contained in this Letter are for convenience only and shall not affect the interpretation of this Letter. Any reference to a party shall include its successors and permitted assigns; however, no party may assign its rights or delegate its obligations under this Letter without the prior written consent of the other party.

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