Transfer Case Document

TRANSFER CASE DOCUMENT

Parties and Effective Date

Client Name:

Client Address:

Transferee Name:

Transferee Address:

Effective Date:

Recitals

WHEREAS, Client is the party of record or the lawful possessor of files, materials, and related work product pertaining to the matter identified below and wishes to transfer responsibility for the active file to Transferee under the terms set forth herein; and

WHEREAS, Transferee represents that it is duly qualified, competent and authorized to accept the transfer and to perform the obligations described in this Transfer Case Document; and

WHEREAS, the parties desire to set forth in writing the terms and conditions governing the transfer of the case file and all associated materials, obligations and consideration.

Case Identification and Materials

Case Title:

Case Identifier (Docket/Reference Number):

Jurisdiction / Venue:

Scope of Work

Payment Terms

Consideration Amount:

Lump sum on Effective Date

Installments — describe schedule below

Late Payment Fee:

Term and Termination

Commencement Date:

Expected Completion Date:

Termination on Notice: Either party may terminate this Agreement by delivering written notice to the other party at least days prior to the intended termination date. Termination does not relieve either party of obligations accrued prior to termination, including payment for services performed.

Confidentiality

Transferee acknowledges that certain materials and communications transferred pursuant to this Agreement may be confidential or privileged. Transferee shall maintain the confidentiality of all such materials and shall not disclose them to third parties except as required by law, with Client's prior written consent, or to agents bound by substantially similar confidentiality obligations. Transferee shall take reasonable measures to preserve privilege where applicable and will promptly notify Client upon any lawful or threatened disclosure that could compromise confidentiality or privilege.

Representations and Warranties

Each party represents and warrants that it has full power and authority to enter into this Agreement and to carry out its obligations hereunder. Client represents that it has the right to transfer the listed materials and that transfer of such materials will not violate any binding obligation to third parties except as disclosed in writing to Transferee prior to execution.

Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against any liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising from the indemnifying party's breach of this Agreement, negligence, willful misconduct, or misrepresentation.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the substantive laws of the state of without regard to choice-of-law principles. Except as otherwise required to preserve confidentiality or privilege, disputes arising under this Agreement shall first be submitted to negotiated resolution between senior representatives of the parties before either party pursues formal proceedings.

Entire Agreement

This document, including any appendices and schedules executed contemporaneously, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral. No modification of this Agreement shall be effective unless in writing and signed by both parties.

Execution

The parties affirm that they have read and understood this Transfer Case Document and that the individuals signing below are authorized to execute this Agreement on behalf of their respective parties.

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