Legal Transfer Notification

LEGAL TRANSFER NOTIFICATION

Transferor Name:    Transferee Name:    Effective Date:

Contract / Agreement Reference No.:    Jurisdiction of Original Agreement:

RECITALS

WHEREAS, Transferor is the lawful owner of, or has the right to assign, the assets, rights and interests described below (the "Transferred Assets"), and possesses full authority to transfer such Transferred Assets to Transferee;

WHEREAS, the Transferred Assets are more particularly described as follows:

WHEREAS, the parties wish to memorialize the transfer and the allocation of rights, obligations and consideration arising from the Transferred Assets effective as of the Effective Date above.

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 agree as follows:

1. TRANSFER AND ASSIGNMENT

1.1 Transfer. Effective as of the Effective Date, Transferor hereby irrevocably assigns, transfers and conveys to Transferee all of Transferor's right, title and interest in and to the Transferred Assets, including all proceeds, accounts, claim rights and contractual benefits associated therewith, except as expressly limited in this instrument.

1.2 Scope. The transfer shall include the right to receive payments, to enforce rights, and to exercise all remedies related to the Transferred Assets, subject to any limitations or exclusions set forth in this Notice.

2. CONSIDERATION

2.1 Consideration. As consideration for the transfer, Transferee shall pay Transferor the sum of: (USD), or other consideration as described in the schedule attached hereto.

3. REPRESENTATIONS AND WARRANTIES OF TRANSFEROR

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

(a) Transferor is the sole legal and beneficial owner of the Transferred Assets and has good and marketable title thereto free and clear of liens, encumbrances, security interests and defects in title, except as specifically disclosed in writing to Transferee.

(b) Transferor has full power, corporate or otherwise, to execute and deliver this Notice and to perform its obligations hereunder, and no authorization from any governmental authority is required other than those disclosed to Transferee.

(c) To Transferor's knowledge, there are no pending claims, litigation or administrative proceedings affecting the Transferred Assets except as described below:

4. ASSUMPTION OF OBLIGATIONS

4.1 Assumption. Transferee accepts the assignment and agrees to assume and perform those obligations, liabilities and duties expressly identified in connection with the Transferred Assets as of the Effective Date.

4.2 Limitation of Assumption. Transferee's assumption is limited to obligations specifically described in the following schedule or, if none provided, Transferee assumes all obligations associated with the Transferred Assets arising on or after the Effective Date:

5. NOTICE TO THIRD PARTIES

5.1 Required Notices. Transferor shall provide notice of this transfer to counterparties and any applicable third parties where required by contract or law. Transferee may notify counterparties and third parties of the transfer and the identity of the new payee or obligee.

6. EFFECT ON ORIGINAL AGREEMENT

Except as expressly modified herein, the Original Agreement referenced above remains in full force and effect. This Notice does not, by itself, release Transferor from any obligation under the Original Agreement except to the extent that Transferee has expressly assumed such obligation in writing.

7. GOVERNING LAW

This Notice shall be governed by and construed in accordance with the laws of: without regard to conflicts of laws principles.

8. MISCELLANEOUS

8.1 Entire Agreement. This Notice constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations and understandings, whether written or oral, relating to the Transferred Assets.

8.2 Severability. If any provision of this Notice is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

8.3 Amendments and Waiver. No amendment or waiver of any provision of this Notice shall be effective unless in writing and signed by both parties. The failure of a party to enforce any right shall not constitute a waiver of that right.

8.4 Counterparts; Electronic Signatures. This Notice may be executed in counterparts, each of which shall be deemed an original, and signatures delivered by electronic means shall be binding for all purposes.

CERTIFICATION

Transferor certifies under penalty of perjury that Transferor is authorized to transfer the Transferred Assets described herein, that the information contained in this Notice is true, correct and complete to the best of Transferor's knowledge, and that no material facts have been omitted which would render the representations herein misleading.

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