Legal Transfer of Agreement

LEGAL TRANSFER OF AGREEMENT

This Legal Transfer of Agreement (the "Transfer Agreement") is entered into as of , (Effective Date), by and between Transferor Name: with a principal address at (Transferor), and Transferee Name: with a principal address at (Transferee). Transferor and Transferee are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Transferor and a third party are parties to an agreement titled dated , (Original Agreement), pursuant to which certain rights and obligations exist;

WHEREAS, Transferor desires to transfer and assign to Transferee, and Transferee desires to accept, all of Transferor's right, title and interest in and to those portions of the Original Agreement described herein, subject to the terms and conditions of this Transfer Agreement;

WHEREAS, the Parties intend that upon effectiveness of this Transfer Agreement the Transferee shall assume the obligations being transferred to the extent set forth below and that the Parties will take such actions as are necessary to effectuate such transfer.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained in this Transfer Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. ASSIGNMENT AND TRANSFER

1.1 Assignment. Subject to the terms and conditions of this Transfer Agreement, Transferor hereby assigns, transfers and conveys to Transferee all of Transferor's right, title and interest in and to the following rights, obligations and interests under the Original Agreement:

1.2 Excluded Rights. The assignment expressly excludes the following rights, claims and causes of action, which shall remain the sole property of Transferor:

2. ASSUMPTION OF OBLIGATIONS

2.1 Assumption. Effective as of the Effective Date, Transferee hereby accepts the assignment and assumes, performs and agrees to discharge all of the obligations and liabilities under the Original Agreement that relate to the rights transferred hereunder, whether accrued or contingent, known or unknown.

2.2 No Release Unless Specified. Except as expressly set forth in this Transfer Agreement, Transferor shall not be released from any obligations under the Original Agreement unless the other contracting party to the Original Agreement provides an express written release. Nothing in this Transfer Agreement shall be deemed to constitute a novation except where expressly agreed in writing by all relevant parties.

3. CONSIDERATION

As consideration for the assignment and assumption set forth in this Transfer Agreement, the Parties agree that:

Consideration Description:

4. REPRESENTATIONS AND WARRANTIES

4.1 Transferor Representations. Transferor represents and warrants to Transferee that: (a) Transferor is the lawful owner of the rights being assigned and has full corporate power and authority to assign such rights; (b) the rights assigned are free and clear of any lien, security interest or encumbrance other than as disclosed in writing to Transferee; and (c) to Transferor's knowledge, there exists no default under the Original Agreement that would materially impair the assigned rights.

4.2 Transferee Representations. Transferee represents and warrants to Transferor that: (a) Transferee has full power and authority to accept the assignment and to perform the assumed obligations; and (b) entering into this Transfer Agreement will not violate any material agreement to which Transferee is a party.

5. INDEMNIFICATION

Each Party (Indemnifying Party) shall indemnify, defend and hold harmless the other Party (Indemnified Party) from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of: (a) any breach of the representations, warranties or covenants made by the Indemnifying Party in this Transfer Agreement; and (b) liabilities arising from acts or omissions occurring prior to the Effective Date to the extent retained by that Party pursuant to this Transfer Agreement.

6. TAXES AND EXPENSES

All transfer taxes, recording fees and similar charges, if any, arising from the assignment contemplated by this Transfer Agreement shall be borne by as agreed by the Parties, unless otherwise required by applicable law.

7. CONSENT OF THIRD PARTIES

7.1 Third Party Consent. To the extent that the Original Agreement requires consent of any other party prior to assignment, the Parties shall use commercially reasonable efforts to obtain such consent. The status of consent is: Consent received Consent not required Consent pending

If consent is required but not obtained, the Parties acknowledge that the assignment may be ineffective as to the non-consenting party and the Parties shall promptly confer to determine a remedial course of action.

8. CONFIDENTIALITY

The Parties shall maintain in confidence the terms of the Original Agreement to the extent such terms were confidential and neither Party shall disclose confidential terms except as required by law or as necessary to enforce rights under the Original Agreement, provided that any mandatory disclosure shall be subject to prior notice to the other Party where legally permissible.

9. NOTICES

Transferor Notice Address

Transferee Notice Address

All notices, requests, consents and other communications required or permitted under this Transfer Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, certified mail (return receipt requested) or by electronic transmission with confirmation, addressed to the Parties at the addresses set forth above or such other address as a Party may designate by notice.

10. MISCELLANEOUS

10.1 Governing Law. This Transfer Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified by the Parties:

10.2 Entire Agreement. This Transfer Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, relating to such subject matter.

10.3 Severability. If any provision of this Transfer Agreement is held to be invalid, illegal or unenforceable in any respect, the remaining provisions shall continue in full force and effect and the Parties shall negotiate in good faith to substitute for such invalid, illegal or unenforceable provision a valid provision that achieves, to the extent possible, the economic, legal and commercial objectives of the invalid provision.

10.4 Amendments and Waiver. This Transfer Agreement may not be amended or modified except by a written instrument signed by both Parties. No waiver of any provision shall be effective unless in writing and signed by the Party granting such waiver.

10.5 Counterparts; Electronic Execution. This Transfer 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. Signatures transmitted by electronic means that reproduce the signatory's handwritten signature shall be binding.

10.6 Successors and Assigns. This Transfer Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Except as expressly provided herein, neither Party may assign its rights or delegate its obligations under this Transfer Agreement without the prior written consent of the other Party.

10.7 Further Assurances. Each Party shall execute and deliver such further documents and take such further actions as reasonably requested by the other Party to effectuate the purposes of this Transfer Agreement.

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