Transfer of Ownership Details

TRANSFER OF OWNERSHIP DETAILS

This Transfer of Ownership Details (the "Agreement") is entered into by the parties identified below to document the transfer of certain assets, rights and obligations as set forth herein.

Parties

Recitals

WHEREAS, Transferor owns and holds title to certain assets and rights described in this Agreement; and

WHEREAS, Transferee desires to acquire, and Transferor desires to transfer, all right, title and interest in and to such assets on the terms and conditions set forth below; and

WHEREAS, the parties intend that this Agreement memorialize the detailed terms, consideration and conditions of the transfer effective on the Effective Date set forth below.

Effective and Closing Dates

Effective Date:    Closing Date:

Scope of Transfer

The parties agree that the transfer covers the assets, rights and obligations described below. The Transferor shall take commercially reasonable steps necessary to effect the transfer at Closing and deliver all documents of transfer and assignments reasonably required to transfer good and marketable title.

Payment Terms

Total Purchase Price: $    Deposit Amount: $

Late Payment Fee: .

Method of Payment: Wire Transfer Check Escrow Other

Closing Deliverables and Conditions

Representations and Warranties

Transferor represents and warrants that it has good and marketable title to the assets described herein, free and clear of liens and encumbrances except as expressly disclosed in writing, that it has the full power and authority to transfer such assets, and that no consent of any third party is required except as disclosed in the Conditions Precedent. Transferor further warrants that, to the best of its knowledge, the assets comply with applicable laws and that all material contracts associated with the assets are in full force and effect unless otherwise disclosed.

Transferee represents and warrants that it has the authority to enter this Agreement, that it has conducted such due diligence as it deems necessary, and that it will timely perform its payment obligations under this Agreement.

Confidentiality

Each party shall keep confidential and shall not disclose any non-public information obtained in connection with the negotiations, due diligence or performance of this Agreement, except as required by law or with the prior written consent of the other party. Confidential information shall include financial terms, lists of contracts and any proprietary technical or business information. The obligations in this paragraph shall survive termination of this Agreement for a period of three (3) years.

Term and Termination

Term Commencement Date:    Term End Date:

Either party may terminate this Agreement for material breach by the other party if the non-breaching party provides written notice and the breaching party fails to cure such breach within days following receipt of notice. Termination shall not affect rights or obligations that accrued prior to termination.

Taxes and Allocations

Unless otherwise agreed, all transfer, documentary, sales, use, value added or similar taxes and fees arising from the transfer shall be borne by . Parties shall reasonably cooperate to minimize any transactional tax burden.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The parties agree that any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration or adjudicated in the state or federal courts located in the governing state as selected by the non-breaching party.

Entire Agreement; Amendments

This Agreement, together with any schedules and exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment or waiver must be in writing and signed by both parties.

Notices

All notices required or permitted hereunder shall be in writing and delivered to the notice addresses set forth above or to such other address as a party may designate by written notice in accordance with this paragraph. Notices shall be deemed given upon personal delivery, one (1) business day after deposit with an overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid.

Miscellaneous

Successors and Assigns: This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that a party may assign to an affiliate or in connection with a sale of substantially all of its assets.

Severability: If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

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