Legal Transfer of Headquarters Agreement

LEGAL TRANSFER OF HEADQUARTERS AGREEMENT

This Legal Transfer of Headquarters Agreement ("Agreement") is made and entered into as of by and between Transferor Name: , an entity organized as under the laws of , with principal office at (hereinafter "Transferor"); and Transferee Name: , an entity organized as under the laws of , with principal office at (hereinafter "Transferee"). Transferor and Transferee are each a "Party" and together the "Parties."

RECITALS

WHEREAS, Transferor currently maintains its principal headquarters and certain associated assets, operations and administrative functions at the facility located at (the "Current Headquarters"); and

WHEREAS, the Parties desire that Transferor transfer and Transferee accept legal title, possession, and responsibility for the Current Headquarters and related rights and obligations as set forth herein in order to centralize or relocate corporate functions; and

WHEREAS, the Parties intend for the transfer to occur upon the terms and subject to the conditions contained in this Agreement.

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 hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement: "Headquarters" means the real property, leasehold interests, fixtures, improvements and associated tangible and intangible assets that comprise the Current Headquarters identified in this Agreement. "Effective Date" means the date set forth in Section 3. Other capitalized terms used in this Agreement shall have the meanings ascribed to them herein or, if not defined, their ordinary commercial meaning.

2. TRANSFER OF HEADQUARTERS

Subject to the terms and conditions of this Agreement, Transferor hereby transfers, assigns and conveys to Transferee, and Transferee hereby accepts, all of Transferor's right, title and interest in and to the Headquarters located at , together with the tangible and intangible assets described in Section 4 (collectively, the "Transferred Assets").

3. EFFECTIVE DATE

The transfer contemplated by this Agreement shall take effect on (the "Effective Date"), provided the conditions precedent in Section 8 have been satisfied or waived in accordance with this Agreement.

4. CONSIDERATION; INCLUDED AND EXCLUDED ASSETS

4.1 Consideration. In consideration for the transfer of the Transferred Assets, Transferee shall pay Transferor the sum of in accordance with the payment schedule set forth below.

4.2 Included Assets. The Transferred Assets shall include, without limitation, the following categories (select those that apply and describe as necessary):

Furniture and fixtures

Equipment and machinery

Leasehold interests and rights under existing premises agreements

Intellectual property and related registrations

5. ASSUMPTION OF LIABILITIES

5.1 Assumed Liabilities. Except as expressly provided in this Agreement, Transferee shall assume only those liabilities relating to the Headquarters expressly identified in writing and accepted by Transferee prior to the Effective Date. Transferor shall remain liable for all other obligations arising prior to the Effective Date.

6. EMPLOYEES

To the extent permitted by applicable law and subject to any required notices and consents, Transferee may offer employment to certain employees assigned to the Headquarters. Transferor shall provide reasonable cooperation and access to personnel records necessary for such offers. The Parties agree that the transfer of employment responsibilities shall be handled in accordance with applicable employment laws and collective bargaining agreements, if any.

7. ASSIGNMENTS, CONSENTS, PERMITS

Transferor shall use commercially reasonable efforts to obtain all third-party consents, landlord consents, governmental permits and approvals necessary to effectuate the transfer. Any assignment of leases or contracts shall be subject to the terms of those instruments and any required consents; the Parties shall cooperate to obtain such consents.

8. CONDITIONS PRECEDENT

The obligations of each Party under this Agreement are conditioned upon: (a) the accuracy of the other Party's representations and warranties as of the Effective Date; (b) the delivery of required consents, certificates and releases; and (c) the absence of any injunction, restraining order or legal prohibition that would prevent the transfer. A Party may waive any condition precedent only by written instrument signed by an authorized representative.

9. REPRESENTATIONS AND WARRANTIES

9.1 Transferor Representations. Transferor represents and warrants to Transferee that: (a) Transferor has good and marketable title to the Transferred Assets free and clear of liens except as disclosed in writing; (b) there are no pending actions specifically seeking to prevent the transfer of the Headquarters; and (c) Transferor has full power and authority to execute and perform this Agreement.

9.2 Transferee Representations. Transferee represents and warrants to Transferor that: (a) it has full corporate power and authority to accept the transfer and to perform its obligations; and (b) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized.

10. COVENANTS

Each Party covenants to execute such further instruments and take such further actions as may be reasonably necessary to carry out the purposes and intent of this Agreement, including cooperating to effectuate any record deletions, registrations, or filings needed to perfect the transfer.

11. CONFIDENTIALITY

Each Party shall maintain in confidence all non-public business information received from the other Party in connection with this Agreement and shall not disclose such information to any third party except as required by law or with the prior written consent of the disclosing Party. The confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain confidential for as long as they qualify as trade secrets.

12. INDEMNIFICATION

12.1 Transferor Indemnity. Transferor shall indemnify, defend and hold harmless Transferee from and against any and all claims, losses, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of facts or events occurring prior to the Effective Date and relating to the Transferred Assets, except to the extent expressly assumed by Transferee in this Agreement.

12.2 Transferee Indemnity. Transferee shall indemnify, defend and hold harmless Transferor from and against any and all claims, losses, damages, liabilities and expenses arising out of facts or events occurring on or after the Effective Date and relating to Transferee's ownership or operation of the Headquarters.

13. LIMITATION OF LIABILITY

Except for breaches of confidentiality, willful misconduct or indemnification obligations, neither Party shall be liable to the other for special, incidental, consequential, punitive or exemplary damages arising out of or related to this Agreement, whether in contract, tort or otherwise.

14. NOTICES

All notices, requests, consents and other communications under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as either Party may designate by notice to the other Party in accordance with this Section. Notices shall be deemed given upon personal delivery, one (1) business day after delivery to a nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid, certified or registered.

15. GOVERNING LAW; JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in the chosen state for purposes of any action arising out of or relating to this Agreement.

16. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including any schedules or exhibits hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, agreements and understandings, whether written or oral. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

17. AMENDMENT; WAIVER; COUNTERPARTS

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

18. MISCELLANEOUS

Any headings used in this Agreement are for convenience only and shall not affect interpretation. The Parties agree to cooperate in good faith to perform any acts and to execute and deliver documents necessary to carry out the intent and purpose of this Agreement.

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