Miscellaneous Transfer Waiver

MISCELLANEOUS TRANSFER WAIVER

This Miscellaneous Transfer Waiver (the "Waiver") is entered into as of by and between Transferor Name: and Transferee Name: .

RECITALS

WHEREAS, Transferor is the current holder of certain rights, title, interest, or obligations described herein that may be subject to transfer, assignment, or conveyance (collectively, the "Transferred Interests"); and

WHEREAS, Transferee desires to receive the Transferred Interests and Transferor is willing to effect such transfer in reliance upon the express waivers and releases set forth in this Waiver; and

WHEREAS, in consideration of the mutual covenants and other good and valuable consideration set forth below, the parties agree to waive, release and set forth the terms governing the transfer of the Transferred Interests under the terms of this Waiver.

DEFINITIONS

For purposes of this Waiver, "Effective Date" means the date set forth in the opening paragraph above. "Transferred Interests" means the specific rights, assets, claims, or obligations to be transferred as described in the Scope of Work below.

SCOPE OF WORK

The specific interests, actions to be taken, and responsibilities related to the transfer are set forth below. This description identifies the Transferred Interests and the obligations of each party in connection with the transfer.

PAYMENT TERMS

As consideration for the transfer and the waivers and releases contained herein, the parties agree that Transferee shall pay Transferor as follows.

Failure to make timely payment as set forth above shall constitute a material breach permitting the non-breaching party to pursue all remedies at law or in equity, including accrual of the stated late fee and recovery of costs and attorneys' fees incurred in collection.

TERM AND TERMINATION

The term of this Waiver commences on the Effective Date and, except as otherwise provided herein, shall terminate on unless earlier terminated in accordance with this Section.

Either party may terminate this Waiver for material breach by the other party if such breach is not cured within the notice period set forth above following written notice. Termination shall not relieve either party of obligations accrued prior to the effective date of termination, and provisions that by their nature survive termination shall remain in full force and effect.

WAIVER AND RELEASE

Upon receipt of the full consideration described above and subject to the conditions set forth in this Waiver, Transferor hereby irrevocably and unconditionally waives, releases and forever discharges Transferee and its affiliates, successors and assigns from any and all claims, demands, causes of action, liabilities, and obligations arising out of or related to the Transferred Interests, whether known or unknown, existing as of the Effective Date.

Transferor represents and warrants that Transferor has the full power and authority to execute this Waiver and to transfer the Transferred Interests free and clear of all liens, encumbrances, and third-party claims, except as expressly disclosed in the Scope of Work. Transferor shall defend, indemnify and hold harmless Transferee from and against any third-party claims arising from a breach of such representations and warranties.

CONFIDENTIALITY

The parties acknowledge that in connection with the performance of this Waiver they may receive Confidential Information. "Confidential Information" includes non-public business, financial, technical, and legal information disclosed in written, oral, electronic or other form. Each party agrees to: (a) hold Confidential Information in strict confidence; (b) use Confidential Information only for the purposes of performing obligations under this Waiver; and (c) not disclose Confidential Information to any third party except to employees, agents or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

The obligations of confidentiality shall not apply to information that: (i) is or becomes generally available to the public other than through a breach of this provision; (ii) was rightfully in the receiving party's possession prior to disclosure; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed by the receiving party without use of Confidential Information. The confidentiality obligations shall survive termination of this Waiver for a period of three (3) years, except with respect to trade secrets, which shall be maintained for so long as they qualify as trade secrets under applicable law.

I acknowledge and agree to the confidentiality obligations set forth above.

GOVERNING LAW

This Waiver shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of laws principles. The parties agree that any dispute arising out of or relating to this Waiver shall be resolved in the state or federal courts located within that state.

ENTIRE AGREEMENT

This Waiver, together with any documents expressly referred to herein, 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. No amendment or modification of this Waiver will be effective unless in writing and signed by both parties.

ADDITIONAL REPRESENTATIONS

Each party represents that the person signing this Waiver on its behalf is duly authorized to bind that party and that the execution and performance of this Waiver does not and will not violate any agreement to which such party is bound.

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