Notarized Surrender Agreement

NOTARIZED SURRENDER AGREEMENT

This Notarized Surrender Agreement ("Agreement") is made and entered into as of , by and between Surrendering Party: and Receiving Party: .

RECITALS

WHEREAS, Surrendering Party is the lawful holder of certain property and related documents described below and expects to transfer, convey, surrender, and deliver possession and, where applicable, title to such property to Receiving Party; and

WHEREAS, Receiving Party has requested that Surrendering Party surrender the described property and Surrendering Party has agreed to surrender such property subject to the terms, representations, warranties and covenants set forth herein; and

WHEREAS, the parties intend that this Agreement be acknowledged before a notary public and that the surrender, transfer and any related documents effecting conveyance or transfer be binding and enforceable as of the Effective Date stated above.

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, the following terms shall have the following meanings:

"Property" means the tangible and intangible items, instruments, titles, keys, certificates, documents of title, records and other items identified and described by the parties as the subject of this surrender, specifically:

2. SURRENDER, DELIVERY AND TRANSFER

2.1 Surrender and Delivery. Surrendering Party shall, no later than the date specified in Section 2.3, surrender and deliver to Receiving Party all possession, custody and control of the Property, together with all originals and copies of related documentation and instruments reasonably necessary to effect transfer or to demonstrate transfer of title or right of possession.

2.2 Transfer of Title. To the extent legal title or a transfer document is required to effectuate the transfer, Surrendering Party shall execute, acknowledge and deliver all such instruments, assignments, releases and other documents reasonably necessary to vest possession or title in Receiving Party free and clear of Surrendering Party's claims, except as expressly disclosed in writing to Receiving Party prior to the Effective Date.

2.3 Timing and Condition of Delivery. The parties agree that delivery shall occur on or before , or at such earlier time as the parties may agree in writing.

3. CONSIDERATION AND RELEASE

3.1 Consideration. As consideration for the surrender and transfer described in this Agreement, Receiving Party shall provide to Surrendering Party the sum of and/or other consideration described as follows:

3.2 Release. Upon receipt of the consideration described in Section 3.1 and completion of the delivery described in Section 2, Surrendering Party releases, remises and forever discharges Receiving Party and its affiliates, successors and assigns from any and all claims, demands, actions, causes of action, liabilities and obligations whatsoever arising out of or relating to the Property prior to the Effective Date, except for claims arising from Receiving Party's gross negligence or willful misconduct.

4. REPRESENTATIONS AND WARRANTIES

4.1 By Surrendering Party. Surrendering Party represents and warrants to Receiving Party that (a) it is the lawful owner of, or has the lawful right to surrender, the Property; (b) there are no undisclosed liens, encumbrances, security interests or adverse claims on the Property except as disclosed in writing to Receiving Party prior to the Effective Date; (c) it has full power and authority to enter into and perform this Agreement; and (d) execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not violate any law, contract or other obligation binding on Surrendering Party.

4.2 By Receiving Party. Receiving Party represents and warrants to Surrendering Party that it has the power and authority to accept the surrender and to take possession of the Property and that acceptance shall not violate any law or agreement to which Receiving Party is a party.

5. INDEMNITY; FURTHER ASSURANCES

5.1 Indemnity. Surrendering Party agrees to indemnify, defend and hold harmless Receiving Party and its officers, directors, agents and employees from and against any and all losses, liabilities, damages, claims, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach of Surrendering Party's representations, warranties or covenants in this Agreement.

5.2 Further Assurances. Each party agrees, at its own expense, to execute and deliver such further instruments and take such further actions as may be reasonably necessary or desirable to give effect to the purposes and intent of this Agreement.

6. NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may specify by notice in accordance with this Section. Notices shall be deemed given when delivered personally, when sent by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid, certified or registered mail, return receipt requested.

7. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the state whose name is set forth below, without regard to conflict of law principles. The parties submit to exclusive jurisdiction and venue in the state and federal courts located in the county identified below for any dispute arising out of or relating to this Agreement.

Governing Law State:    Venue County:

8. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENTS; WAIVER

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

8.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable in a particular respect, the remainder of this Agreement shall remain valid and enforceable to the fullest extent permitted by law.

8.3 Amendments and Waiver. No amendment, modification or waiver of any provision of this Agreement shall be effective unless made in a writing signed by both parties. No failure or delay by any party in exercising any right under this Agreement shall operate as a waiver thereof.

9. COUNTERPARTS; ELECTRONIC SIGNATURES

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. The parties agree that signatures exchanged by electronic means shall be binding and enforceable as originals.

10. NOTARIAL ACKNOWLEDGMENT

The parties acknowledge that this Agreement is intended to be notarized. The following acknowledgment language is provided for completion by a notary public:

Notary County:    Notary State:

The parties understand that the notary public will complete and sign the official notarial certificate, and that completion of the notarial acknowledgment is required to effectuate certain transfers described in this Agreement where notarization is required by law.

MISCELLANEOUS

The parties each acknowledge that they have read this Agreement, understand its terms, have had the opportunity to obtain independent legal advice, and enter into this Agreement voluntarily and with full knowledge of its consequences.

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