Motor Vehicle Assignment Contract

MOTOR VEHICLE ASSIGNMENT CONTRACT

This Motor Vehicle Assignment Contract (the "Agreement") is made as of by and between Assignor Name: of (hereinafter "Assignor"), and Assignee Name: of (hereinafter "Assignee").

RECITALS

WHEREAS, Assignor is the lawful owner of the motor vehicle described below and holds the certificate of title free and clear of undisclosed liens and encumbrances except as expressly disclosed herein; and

WHEREAS, Assignor desires to assign, transfer and convey to Assignee all of Assignor's right, title and interest in and to the motor vehicle described below, and Assignee desires to accept such assignment upon the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend that this Assignment effectuate the transfer of ownership and transfer any deliverable title documents and related obligations in accordance with applicable law.

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

1. VEHICLE IDENTIFICATION

2. ASSIGNMENT

Assignor hereby irrevocably assigns, transfers and conveys to Assignee all of Assignor's right, title and interest in and to the vehicle described in Section 1, including any certificate of title, registration, and other title documents, together with all rights to possession and use, subject to the terms of this Agreement.

3. CONSIDERATION

In consideration for the assignment and conveyance set forth herein, Assignee shall pay Assignor the sum of (the "Purchase Price"), payable as follows:

4. REPRESENTATIONS AND WARRANTIES OF ASSIGNOR

Assignor represents and warrants to Assignee as follows:

(a) Assignor is the legal and beneficial owner of the vehicle and has full authority to assign the vehicle and the title thereto; Assignor will execute all title transfer documents in a timely manner.

(b) Except as disclosed in writing below, there are no liens, security interests, or encumbrances on the vehicle:

(c) To Assignor's knowledge, the odometer reading set forth in Section 1 is true and accurate and the vehicle has not been subject to any material damage affecting title except as disclosed:

5. LIENS, ENCUMBRANCES AND TITLE

Assignor shall, at or prior to Closing, deliver to Assignee the certificate of title properly executed for transfer to Assignee and shall satisfy or obtain releases of any recorded liens or encumbrances, unless Assignee expressly agrees in writing to accept the vehicle subject to the disclosed lien(s). Any undisclosed lien discovered after Closing shall be the responsibility of Assignor to promptly discharge at Assignor's expense.

6. ODOMETER DISCLOSURE

Assignor certifies that to the best of Assignor's knowledge the odometer reading is and that the odometer has not been altered, set back, or disconnected while in Assignor's possession except as indicated herein.

7. DELIVERY; RISK OF LOSS; ACCEPTANCE

Delivery of possession of the vehicle and executed title documents shall occur at on or before . Risk of loss transfers to Assignee upon delivery and physical possession unless otherwise agreed in writing.

8. TAXES, REGISTRATION AND FEES

All transfer taxes, registration fees, recording fees and other governmental charges arising from the transfer of title shall be paid by unless otherwise provided in writing.

9. INDEMNIFICATION

Assignor shall indemnify, defend and hold harmless Assignee from and against any and all losses, claims, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of any breach of Assignor's representations and warranties, including undisclosed liens, title defects, or false odometer statements. Assignee shall indemnify Assignor for claims arising from Assignee's post-transfer use of the vehicle.

10. CONDITIONS PRECEDENT

The obligations of each party under this Agreement are subject to the condition that, at closing, the representations contained herein remain true and correct, and that Assignor delivers a properly executed certificate of title in a form sufficient to transfer ownership to Assignee.

11. NOTICES

Any notice required or permitted under this Agreement shall be in writing and delivered personally or by certified mail, return receipt requested, to the addresses set forth below or such other address as a party may designate by notice in accordance with this Section.

12. GOVERNING LAW

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

13. ENTIRE AGREEMENT; SEVERABILITY

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 written or oral. If any provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability shall not affect the remaining provisions, which shall remain in full force and effect.

14. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. Failure or delay by either party in exercising any right shall not operate as a waiver of that right. This Agreement may be executed in counterparts, each of which shall be an original, and all of which together shall constitute one and the same instrument.

15. FURTHER ASSURANCES

Each party agrees to take such further actions and execute and deliver such further documents as may be reasonably necessary to effectuate the transactions contemplated by this Agreement.

16. MISCELLANEOUS CERTIFICATIONS

Each party certifies that the person signing below is authorized to enter into this Agreement on behalf of such party and that the statements made herein are true, correct and complete as of the date of signing.

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