Legal Transfer Packet

LEGAL TRANSFER PACKET

This Legal Transfer Packet (this "Agreement") is made and entered into as of Effective Date: by and between Transferor Name: whose principal address is Transferor Address: and Transferee Name: whose principal address is Transferee Address: (each a "Party" and together the "Parties").

RECITALS

WHEREAS, Transferor is the lawful owner of certain assets set forth herein and intends to transfer, assign and convey such assets to Transferee pursuant to the terms and conditions of this Agreement; and

WHEREAS, Transferee desires to acquire from Transferor, and Transferor desires to transfer to Transferee, the assets described in Section 2 below, upon the terms and subject to the representations, warranties, covenants and conditions contained in this Agreement; and

WHEREAS, the Parties intend by this Agreement to set forth the terms and conditions of the transaction in a single integrated agreement.

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

1. DEFINITIONS

Capitalized terms used in this Agreement have the meanings set forth herein. "Assets" means all right, title and interest of Transferor in the tangible and intangible property specified in Section 2. "Closing" means the consummation of the transactions contemplated by this Agreement in accordance with Section 4. "Excluded Liabilities" means liabilities expressly retained by Transferor pursuant to Section 2.3.

2. TRANSFER; DESCRIPTION OF ASSETS

2.1 Transfer. Subject to the terms and conditions of this Agreement, Transferor hereby sells, assigns, transfers and conveys to Transferee, and Transferee hereby purchases and accepts from Transferor, all of Transferor's right, title and interest in and to the Assets.

2.2 Included Categories. The Assets shall include the following categories (check all that apply):

Tangible property, inventory and equipment    Intellectual property, patents, trademarks, copyrights    Contracts, licenses and customer agreements    Accounts receivable and related files

2.3 Excluded Liabilities. Notwithstanding the foregoing, the Assets shall not include liabilities expressly described by Transferor as retained liabilities at Closing, including without limitation taxes not yet assessed against Transferee, obligations under contracts not assigned, and any claims arising prior to Closing.

3. CONSIDERATION

The Purchase Price shall be paid in accordance with the Payment Terms at or prior to Closing. If any portion of the Purchase Price is deferred, the Parties shall execute a promissory instrument specifying interest, default and remedies.

4. CLOSING

4.1 Closing Date and Location. The Closing shall occur on Closing Date: at Closing Location: or at such other date, time and place as the Parties may mutually agree in writing.

4.2 Closing Deliveries. At Closing, Transferor shall deliver to Transferee duly executed instruments of transfer, bills of sale, assignments and any certificates or other documents reasonably necessary to transfer the Assets free and clear of liens and encumbrances, other than Permitted Encumbrances. Transferee shall deliver the Purchase Price and any other required documents.

5. REPRESENTATIONS AND WARRANTIES

5.1 Transferor Representations. Transferor represents and warrants to Transferee that: (a) Transferor has good and marketable title to the Assets and the authority to transfer them; (b) no consents or approvals of third parties are required except as disclosed to Transferee; (c) to Transferor's actual knowledge, there are no outstanding actions, suits or claims affecting the Assets that would prevent transfer; and (d) the execution and delivery of this Agreement and the performance of Transferor's obligations hereunder do not contravene any material agreement, law or order.

5.2 Transferee Representations. Transferee represents and warrants to Transferor that: (a) Transferee has the power and authority to enter into this Agreement and perform its obligations; (b) Transferee has conducted or had the opportunity to conduct its own due diligence concerning the Assets; and (c) Transferee accepts the Assets in their then-current condition except as expressly set forth in Transferor's representations and warranties.

6. COVENANTS

From the Effective Date until the Closing, Transferor shall preserve the Assets in the ordinary course of business and use commercially reasonable efforts to prevent any material diminution in value of the Assets. Each Party shall cooperate and execute such further documents as reasonably may be necessary to effectuate the transfer of the Assets.

7. INDEMNIFICATION

Transferor shall indemnify, defend and hold harmless Transferee from and against any and all losses, liabilities, claims, damages and expenses (including reasonable attorneys' fees) arising out of (a) any breach of Transferor's representations, warranties or covenants contained herein, or (b) any liabilities relating to the Assets arising prior to Closing and not expressly assumed by Transferee.

Transferee shall indemnify, defend and hold harmless Transferor from and against any and all losses, liabilities, claims, damages and expenses arising out of (a) any breach of Transferee's representations, warranties or covenants contained herein, or (b) liabilities arising after Closing attributable to Transferee's possession or use of the Assets.

8. TAXES

Unless otherwise agreed in writing, transfer, documentary, sales and similar taxes and governmental charges arising from the transfer of the Assets shall be paid by Transferee, except for any taxes attributable to periods prior to the Closing, which shall be the responsibility of Transferor. Each Party shall provide customary tax documentation at Closing.

9. NOTICES

All notices, demands and other communications required or permitted to be given under this Agreement shall be in writing and shall be delivered by personal delivery, nationally recognized overnight courier, or certified mail, return receipt requested, to the Parties at the addresses set forth below or such other address as a Party may designate by notice to the other Party.

10. FURTHER ASSURANCES

Each Party shall execute and deliver, and cause to be executed and delivered, such other documents and instruments and take such other actions as may be reasonably required to effectuate the transactions contemplated by this Agreement and to vest in Transferee good and marketable title to the Assets.

11. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of Governing Law: without regard to conflict of law principles. The Parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for disputes arising out of this Agreement.

12. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any schedules and exhibits hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and understandings, whether written or oral. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith a replacement provision that effectuates the original intent.

13. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by both Parties. No waiver of any provision shall be effective unless in writing and signed by the waiving Party. This 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.

14. MISCELLANEOUS

14.1 Assignment. Neither Party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that Transferee may assign to an affiliate or successor that assumes Transferee's obligations hereunder.

14.2 Further Assurances. The Parties shall cooperate and take all further actions reasonably necessary to effectuate the transactions contemplated by this Agreement.

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