Legal Transfer of Licence

LEGAL TRANSFER OF LICENCE

This Legal Transfer of Licence (the "Agreement") is made as of Effective Date: by and between Transferor Name: whose principal address is and Transferee Name: whose principal address is .

RECITALS

WHEREAS, Transferor is the current holder of the licence identified as Licence Identifier: (the "Licence"), granted pursuant to terms described in Licence Description:

WHEREAS, Transferor desires to transfer and assign to Transferee all of Transferor's right, title and interest in and to the Licence and all related rights and obligations to the extent transferable under applicable law; and

WHEREAS, Transferee desires to accept such transfer and assume the obligations set forth in this Agreement subject to the terms and conditions hereinafter set forth.

NOW, THEREFORE

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

1. TRANSFER AND ASSIGNMENT

1.1 Assignment. Subject to the terms and conditions of this Agreement, Transferor hereby assigns, transfers and conveys to Transferee all of Transferor's right, title and interest in and to the Licence and any rights, privileges and benefits directly related thereto, to have and to hold the same unto Transferee, its successors and permitted assigns.

1.2 Scope. The assignment includes all sublicensing privileges, registrations, renewals, and administrative rights to the extent transferable under applicable law and expressly excludes any rights which by their terms or by operation of law are non-transferable.

2. CONSIDERATION

2.1 Purchase Price. As consideration for the transfer and assignment, Transferee shall pay to Transferor the sum of (the "Consideration"), payable in the manner set forth below.

2.2 Payment Terms. Payment of the Consideration shall be made by Transferee to Transferor within days following the Effective Date by such method as the parties mutually agree in writing.

3. ASSUMPTION OF OBLIGATIONS

3.1 Assumption. Effective as of the Effective Date, Transferee shall assume and be responsible for all obligations, duties, liabilities and compliance obligations arising under or relating to the Licence that accrue from and after the Effective Date.

3.2 Pre-Existing Obligations. Transferor shall remain responsible for any claims, liabilities or breaches relating to periods prior to the Effective Date unless expressly agreed otherwise in writing.

4. REPRESENTATIONS AND WARRANTIES

4.1 Transferor Representations. Transferor represents and warrants that: (a) it is the lawful owner of the Licence free and clear of liens, encumbrances or third-party claims except as disclosed in Writing of Record: ; (b) it has full power and authority to enter into and perform this Agreement; and (c) there are no pending actions that would prevent the transfer of the Licence.

4.2 Transferee Representations. Transferee represents and warrants that it has the requisite corporate or legal capacity and authority to accept the assignment and to perform the obligations assumed hereunder, and that entering into this Agreement will not violate any material agreement or law applicable to Transferee.

5. CONSENTS AND THIRD-PARTY APPROVALS

5.1 Required Consents. Transferor shall use commercially reasonable efforts to obtain any third-party or governmental consents required for the validity or effectiveness of the transfer. Indicate whether consents have been obtained: Yes

If consents are not obtained prior to the Effective Date, the parties agree that Transferor shall notify Transferee in writing of outstanding consents and shall cooperate in good faith to procure such consents.

6. CONFIDENTIALITY

Each party agrees that, except as required by law or with the prior written consent of the other party, it shall keep confidential and not disclose to any third party the terms of this Agreement and any non-public information relating to the Licence. The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years.

7. INTELLECTUAL PROPERTY AND RECORDS

To the extent the Licence relates to intellectual property or registrable rights, Transferor warrants that it will transfer to Transferee all files, records and documentation reasonably necessary for Transferee to exercise the Licence. Ownership of any underlying intellectual property not expressly assigned by this Agreement remains with the original owner.

8. INDEMNIFICATION

8.1 Transferor Indemnity. Transferor shall indemnify and hold harmless Transferee from and against any and all losses, claims, liabilities, damages and expenses arising out of Transferor's breach of any representation, warranty or covenant contained in this Agreement with respect to periods prior to the Effective Date.

8.2 Transferee Indemnity. Transferee shall indemnify and hold harmless Transferor from and against any claims, liabilities or costs arising from Transferee's acts or omissions or breach of this Agreement arising on or after the Effective Date.

9. LIMITATION OF LIABILITY

Except for breaches of confidentiality, willful misconduct, fraud or indemnification obligations, neither party shall be liable to the other for any incidental, consequential, exemplary or punitive damages arising out of this Agreement.

10. TERMINATION

This Agreement may be terminated by mutual written consent of the parties or by either party for material breach by the other party if such breach remains uncured thirty (30) days after written notice thereof.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail (return receipt requested) or nationally recognized overnight courier:

12. GOVERNING LAW

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

13. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether oral or written.

14. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and the invalid provision shall be replaced by a valid provision that most closely reflects the parties' original intent.

15. AMENDMENT AND WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by each party. The waiver by any party of a breach of any provision shall not operate or be construed as a waiver of any other or subsequent breach.

16. COUNTERPARTS

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. Facsimile or electronic signatures shall be binding for all purposes.

17. ADDITIONAL PROVISIONS

Any party requesting specific transition assistance or record transfer shall set forth such requirements in Transition Instructions:

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