Fill and Sign the Transfer Agreement Form

FORM OF LOCAL ASSET TRANSFER AGREEMENT TRANSFER AGREEMENT This Transfer Agreement ("Agreement") made this __ day of _______, 2000, by and between Bridge _________________________________, a corporation organized under the laws of __________________, having its principal place of business at _________________ ("Seller"), and SAVVIS ____________________ [a ______________ company organized under the laws of_________________][_____________ branch, the ____________ branch of a ______________ company organized under the laws of _______________] having its [registered][principal] office at ______________________________ ("SAVVIS") (Seller and SAVVIS each a "Party" and collectively the "Parties"). WITNESSETH WHEREAS, pursuant to an agreement of even date herewith between Bridge Information Systems, Inc. and SAVVIS Communications Corporation (the "Master Establishment and Transition Agreement") the direct or indirect parent entity of Seller, Bridge Information Systems Inc. ("BISI"), has agreed to cause the transfer of certain assets, liabilities, rights and obligations world-wide to its subsidiary SAVVIS Communications Corporation ("SCC"), which is the direct or indirect parent of SAVVIS; WHEREAS, pursuant to the Master Establishment and Transition Agreement, transfers of assets, liabilities, rights and obligations will be effected by subsidiaries of BISI and SCC pursuant to individual transfer services agreements between such entities; and WHEREAS, SAVVIS and Seller desire to effect a transfer of certain assets, liabilities, rights and obligations on the terms and conditions set forth herein; NOW THEREFORE, in consideration of the premises and the mutual covenants and obligations herein set forth and of other good and valuable consideration, receipt of which is hereby acknowledged, the Parties agree as follows: 1. DEFINITIONS 1.1 In this Agreement and the Schedules the following expressions shall have the following meanings namely: "Agreement" means the agreement between the Parties the terms of which are set out herein; "Assets" means the assets of the IP Network set forth in Clause 2.1 as amended pursuant to Clause 2.2; 43 "Closing" has the meaning set forth in Clause 4.1; "Effective Date" means ______________, 2000; ["Employees" means those employees of Seller listed on the attached Schedule 4;] "IP Network" means those assets that are used by Seller which consists of providing telecommunications facilities utilizing internet protocols between Seller, suppliers and group companies of Seller and Seller's customers; "Liabilities" means all of the liabilities specifically listed in Schedule [5]; provided, however, that any contractual liabilities and contractual obligations of the Seller for goods or services delivered prior to the Effective Date shall be excluded from the definition of Liabilities and shall remain the responsibility of the Seller; and "Software" means any and all software and software applications, including operating software and embedded software, owned or used by Seller in relation to the maintenance, ownership or operations of the Assets listed in Clause 2.1.1. 1.2 In this Agreement words importing the singular include the plural and vice versa and words importing gender include any other gender. 1.3 The headings of Clauses are for ease of reference and shall not affect the construction of this Agreement. 1.4 References in this Agreement to Clauses or Schedules are references to clauses of or schedules to this Agreement. 1.5 Any undertaking hereunder not to do any act or thing shall be deemed to include an undertaking not to permit or suffer the doing of that act or thing. 1.6 The expression "person" used in this Agreement shall include (without limitation) any individual, partnership, local authority, company or unincorporated association. 2. SALE & PURCHASE 2.1 Seller shall sell and SAVVIS shall purchase with effect from the Effective Date the Assets subject in all cases to the Liabilities, which are the following: 2.1.1 the computer equipment listed in Schedule 1, including but not limited to the Ascend Cascade Switch 9000s and the Baynet Routers; 2.1.2 the full benefit of all agreements between Seller and any other person, firm or corporation (other than SAVVIS) to which Seller is entitled in connection with the 44 operations of the IP Network which are in force at the Effective Date including, without limitation, the contracts listed in Schedule 2 as well as any maintenance, support, supply or licensing agreements, if any, relating to the Software; 2.1.3 the right of SAVVIS to represent itself as operating the IP Network in succession to Seller; 2.1.4 all technical and contractual information relating to the IP Network; 2.1.5 the Software. 2.2 SAVVIS and Seller shall take all reasonable efforts to jointly prepare, within seventy-five days after the Effective Date, or as soon as practical thereafter, a revised list of the Assets as set forth in Schedules 1 and 2. This revised list shall supersede the attached Schedules 1 and 2 and shall include any assets purchased or acquired by Seller after July 31, 1999 but before the Effective Date which comprise part of the IP Network. The parties shall negotiate in good faith to finalize such revised Schedules and shall provide to each other any information or records reasonably necessary to finalize such revised Schedules. 3. CONSIDERATION 3.1 The purchase price for the Assets exclusive of any VAT, stamp duty, and transfer taxes (the "Consideration") shall be the sum specified in Schedule 3. To the extent the Assets are revised pursuant to Clause 2.2, the Consideration set forth in Schedule 3 shall be adjusted based on the net book value on the date of transfer (in the books of Seller) of the Assets which are added to or removed from the revised list. The Parties shall take all reasonable efforts to jointly prepare any such revisions to Schedule 3 within seventy-five days after the Effective Date, or as soon as practical thereafter. The parties shall negotiate in good faith to finalize such revised Schedule and shall provide to each other any information or records reasonably necessary to finalize such Schedule. 3.2 The Consideration shall be due and payable as set forth in Schedule 3. 3.3 The amount set forth in Schedule 3 is exclusive of VAT, and any and all transfer or other taxes or duties applicable to the transaction provided for in this Agreement, which SAVVIS hereby agrees to pay. 4. CLOSING 4.1 Closing of the sale shall take place on the Effective Date when Seller shall deliver to SAVVIS all physical Assets hereby agreed to be sold, other than the Assets referred to in Clause 2.2 above. All physical Assets referred to in Clause 2.2 above shall be delivered to SAVVIS as soon as practicable following the finalization of any adjustment to the Assets as set forth in Clause 2.2. 45 4.2 Property in and title to the Assets referred to in Clause 2.1 shall pass to SAVVIS on the Effective Date. Property in and title to the Assets referred to in Clause 2.2 shall pass to SAVVIS on the date that the revised schedules are finalized in accordance with on Clause 2.2 but such transfer shall be effective as of the Effective Date. 4.3 Subject to Clause 6 below, Seller shall on or as soon as practicable after the Effective Date deliver to SAVVIS all transfers, assignments and novations relating to the Assets (including the property) together with the documents of title thereto, necessary to give effect to this Agreement; provided, however, that any such transfers shall as between the Parties be deemed to be effective as of the Effective Date. 5. THE LIABILITIES Subject to the consent where necessary of other contracting parties (which the Parties hereto shall use their reasonable best efforts to obtain) SAVVIS shall as from the Effective Date assume, perform and discharge all Liabilities. If it proves impossible to obtain any such consent in relation to any of the Liabilities, SAVVIS will assume, perform and discharge such Liability as agent for and on behalf of Seller and will indemnify Seller accordingly. Seller will indemnify SAVVIS for contractual liabilities for goods or services delivered prior to the Effective Date. 6. THIRD PARTY CONSENTS 6.1 Seller and SAVVIS shall use all reasonable endeavours to obtain any required consent of any other contracting parties to the assignment or novation of any agreement referred to in Clause 2.1.2. Unless and until such consent shall be forthcoming and the relevant agreement shall have been assigned or novated SAVVIS shall at its own cost and expense assume Seller's obligations under such agreements and Seller shall account to SAVVIS for all sums paid or received therefrom. 6.2 Seller will at SAVVIS' request and expense give to SAVVIS all assistance in the power of Seller to enable SAVVIS to enforce the agreements referred to in Clause 2.1.2 against the other contracting party or parties and, without prejudice to the generality of the foregoing, will provide all such relevant books, documents and other information as SAVVIS may require in relation thereto. [7. PERSONNEL SAVVIS and Seller hereby agree and acknowledge that the Transfer of Undertakings (Protection of Employment) Regulations applies to this transaction and, therefore, that the contracts of employment of all of the Employees of Seller, as set forth at Schedule 4 to this Agreement, shall not be terminated at Closing but shall continue to have effect as if originally made between such Employee and SAVVIS in accordance such Regulations.] 46 [8. INDEMNIFICATION (a) Seller will indemnify, defend and hold SAVVIS and its shareholders, directors, officers, successors, assigns, and agents of each of them, harmless from and against any and all claims, losses, damages, liabilities, expenses or costs, plus reasonable attorneys' fees and expenses, incurred by SAVVIS to the extent resulting from or arising out of any claim or suit by any Employee of Seller, or by any other employee of Seller that is not being transferred to SAVVIS, asserting rights under the Transfer of Undertakings (Protection of Employment) Regulations 1981 or any other similar law or regulation.] 9. FURTHER ASSURANCE From and after Closing, the Parties shall do such acts and execute such documents and instruments as may be reasonably required to make effective the transactions contemplated hereby. In the event that consents, approvals, other authorizations or other acts contemplated by this Agreement have not been fully effected as of Closing, the parties will continue after Closing, without further consideration, to use their reasonable best efforts to carry out such transactions; provided, however, in the event that certain approvals, consents or other necessary documentation cannot be secured, then the Party having legal responsibility, ownership or control shall act on behalf of the other Party, without further consideration, to effect the essential intention of the Parties with respect to the transactions contemplated by this Agreement. 10. SURVIVAL OF CERTAIN PROVISIONS To the extent that any provision of this Agreement shall not have been performed at Closing it shall survive and remain in full force and effect notwithstanding Closing. 11. GOVERNING LAW AND CHOICE OF FORUM This Agreement shall be governed by and construed and interpreted in accordance with the laws of [England][the state of Missouri, United States of America] and the parties to this Agreement hereby agree that all matters arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of [England][the state of Missouri]. 47 AS WITNESS the hands of duly authorized representatives of the parties the day and year first above written SIGNED by ) for and on behalf of ) BRIDGE INFORMATION ) SYSTEMS ______________ ) SIGNED by ) for and on behalf of ) SAVVIS _____________ )