Transfer Agreement Act

TRANSFER AGREEMENT ACT

Parties

Transferor Name:

Transferor Address:

Transferee Name:

Transferee Address:

WHEREAS

WHEREAS, Transferor represents that it is the lawful owner of certain assets, rights and interests identified in this Agreement and desires to transfer such assets, rights and interests to Transferee on the terms and conditions set forth herein;

WHEREAS, Transferee desires to accept the transfer of the specified assets, rights and interests and to assume such obligations, if any, as are expressly provided in this Agreement; and

WHEREAS, the parties intend that this Transfer Agreement Act memorialize the transfer, consideration, and other terms governing the transfer and related obligations.

Definitions

For purposes of this Agreement, "Transferred Assets" means the assets, rights, property, contracts and interests described in the Scope of Transfer below, whether tangible or intangible, and any proceeds or replacements thereof.

Scope of Transfer

Consideration and Payment Terms

The transfer shall be effected in consideration of the payment described below and the parties' mutual covenants. Transferor acknowledges receipt of any amounts paid in advance as noted in the schedule.

Any amounts not paid when due shall accrue interest at the rate specified above and shall be payable on demand. Payments shall be applied first to costs and interest, then to principal. The Transferee shall not withhold payment on account of any set-off, counterclaim or dispute except as expressly agreed in writing.

Term and Termination

This Agreement becomes effective on the Start Date and continues in effect through the End Date unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the notice period specified above. Termination shall be without prejudice to any rights or remedies that have accrued prior to termination.

Representations and Warranties

Transferor represents and warrants that (a) it is the lawful owner of the Transferred Assets, (b) it has full right and authority to transfer the Transferred Assets free and clear of all liens, claims or encumbrances except as disclosed in writing, and (c) to the best of its knowledge there are no pending actions that would impair the transfer. Transferee represents that it has full right and authority to accept the transfer and to perform its obligations under this Agreement.

Confidentiality

Each party shall maintain in confidence all non-public information disclosed by the other party in connection with this Agreement, including business, financial, technical and customer information ("Confidential Information"). Confidential Information shall not include information that is (i) publicly available through no fault of the receiving party, (ii) rightfully received from a third party without breach of any obligation of confidentiality, or (iii) independently developed without use of the other party's Confidential Information. Neither party shall disclose Confidential Information except to its employees, agents or advisors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those contained herein. Upon termination, each party shall return or destroy the other party's Confidential Information upon request, subject to any retention required by law.

Assignment and Delegation

Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets, provided that the assignee assumes the assigning party's obligations in writing.

Governing Law; Venue

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for disputes arising out of or relating to this Agreement.

Indemnification

Each party shall indemnify and hold harmless the other party and its affiliates, officers, directors and employees from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach of its representations, warranties or covenants set forth in this Agreement or from its gross negligence or willful misconduct.

Severability; Waiver; Remedies

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. No waiver of any breach shall constitute a waiver of any other or subsequent breach. Remedies provided in this Agreement are cumulative and in addition to any other remedies available at law or in equity.

Entire Agreement

This Agreement (including 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, understandings, negotiations and discussions, whether oral or written. Any amendment or modification to this Agreement must be in writing and signed by duly authorized representatives of both parties.

Execution; Counterparts

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. Electronic signatures or transmission of signed counterparts by facsimile or other electronic means shall be binding as originals.

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