Business Letter Assignment

BUSINESS LETTER ASSIGNMENT

Effective Date:

WHEREAS

WHEREAS, Assignor is the creator, owner and exclusive holder of all rights, title and interest in and to a certain business correspondence described as: Title or brief description: originally dated (the "Business Letter");

WHEREAS, Assignee desires to acquire and Assignor desires to assign and transfer to Assignee all of Assignor's right, title and interest in and to the Business Letter, including without limitation all copyrights, derivative rights, and any associated goodwill, subject to the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend that this Assignment constitute a full and final transfer of the specified rights in the Business Letter in consideration of the payments and undertakings described below.

SCOPE OF WORK

The Assignor hereby transfers to Assignee the rights necessary to reproduce, distribute, modify, publish, display, and otherwise use the Business Letter in any medium and for any lawful commercial purpose. The transfer includes all tangible and intangible embodiments of the Business Letter, all revisions and derivative works, and any registrations, applications, or renewals arising from or related to the Business Letter.

PAYMENT TERMS

As consideration for the assignment of rights described herein, Assignee shall pay Assignor the total purchase price set forth below according to the schedule and subject to the late fee provisions stated in this Agreement.

TERM AND TERMINATION

This Agreement commences on the Start Date and, unless earlier terminated in accordance with this Section, continues until the End Date.

Start Date:

End Date:

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within the notice period set forth below following receipt of written notice specifying the breach.

CONFIDENTIALITY

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in connection with this Agreement including the Business Letter, customer lists, pricing, and business strategies. The receiving party shall hold such information in confidence and shall not disclose it to third parties or use it except to perform its obligations under this Agreement, except where disclosure is required by law.

Confidentiality obligations survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

REPRESENTATIONS, WARRANTIES AND COVENANTS

Assignor represents and warrants that (a) Assignor is the sole legal and beneficial owner of the rights being assigned; (b) the Business Letter is original to Assignor and does not infringe the rights of any third party; (c) there are no outstanding licenses, liens, encumbrances or agreements that would impair the rights assigned; and (d) Assignor has full authority to execute and deliver this Agreement and to perform its obligations hereunder.

Assignee represents that it has the corporate power and authority to accept the assignment and to perform its obligations under this Agreement.

INDEMNIFICATION

Assignor shall indemnify, defend and hold harmless Assignee from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of any claim that the Business Letter infringes a third party's intellectual property rights, but only to the extent such claim is based on facts existing prior to the Effective Date. Assignee shall provide prompt written notice of any claim and shall cooperate in the defense.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. No amendment or modification of this Agreement will be effective unless in writing and signed by both parties.

MISCELLANEOUS

The parties agree to execute and deliver such further instruments and take such further actions as may be reasonably necessary to effectuate the purposes of this Agreement. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

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