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TRANSFER OF DEBT AGREEMENT

THIS AGREEMENT is made this Current Day day of Current Month, Current Year by and between Company Name (hereafter referred to as "Debtee") and Company Name (hereafter referred to as "Debtor"). The purpose of this Agreement (hereafter referred to as the "Agreement") is to act as a transfer of debt for Insert a General Description of the Debt as detailed in Exhibit A, attached and hereafter referred to as the "Debt," from Company Name to Company Name, effective as of the date of this Agreement. Therefore, the parties agree to the following regarding the transfer and repayment of the debt. Debtee unconditionally and irrevocably agrees to assume and pay the Debt on behalf of the Debtor and according to the terms and conditions as detailed in Exhibit A.

If a third party ("Creditor") holds the debt, then the repayment terms should be outlined in Exhibit A, along with formal acknowledgment by the Creditor that they will accept the assumption of Debt between Debtor and Debtee. Otherwise, it is assumed that this is a formalization of a debt between two parties only. All property, materials, Intellectual Property ("IP"), proprietary rights, trademarks, patent rights or any other collateral ("the collateral") secured by the Debt shall be transferred to Company Name in exchange for Company Name taking responsibility for the repayment of the Debt listed in Exhibit A. Debtor shall execute all documents, contracts and agreement related to the transfer of Debt and / or the collateral to Company Name.

The right of Debtor to make use of, copy, duplicate or distribute in any format the Collateral or related IP, whether in part or in whole, is strictly forbidden. Debtor warrants that the Debt is accurate and current and all documentation provided to Company Name is in its original or recorded format and has not been materially altered or modified in any form. Debtor acknowledges that nothing in this Agreement shall constitute a release of any obligations of the Debtor to the original Creditor for repayment of the Debt, breach of contract or other obligations or any related charge not detailed in the Exhibit A. The undersigned warrant that they have the full power to enter into this Agreement and to make the grants contained herein.

If any provision of this Agreement is held to be unenforceable, the enforceability of the remaining provisions shall in no way be affected or impaired thereby. This Agreement and any disputes arising hereunder shall be governed by the laws of State state, without regard to conflicts of laws or principles. Any failure by any party to exercise or delay in exercising a right or power conferred upon it in this Agreement shall not operate as a waiver of any such right or power.

This Agreement shall be binding upon and inure to the benefit of the parties, their successors and assigns.

Debtee: Company Name

Debtor: Company Name

Debtor Initials Debtee Initials