Cession Agreement Letter

CESSION AGREEMENT LETTER

This Cession Agreement Letter (Effective Date: ) is entered into by and between Cedent Name: , entity type: Individual Corporation Partnership, address: (the "Cedent"), and Cessionary Name: , entity type: Individual Corporation Partnership, address: (the "Cessionary"). Cedent and Cessionary are collectively referred to as the "Parties."

RECITALS

WHEREAS, Cedent is the lawful owner of certain rights, claims, causes of action, interests, or receivables described herein and desires to transfer and assign those rights to the Cessionary in accordance with the terms of this letter;

WHEREAS, Cessionary desires to accept the transfer and to assume, acquire and hold title to the described rights on the terms and subject to the conditions set forth in this letter; and

WHEREAS, the Parties intend by this letter to effect a present, absolute cession and assignment of the described rights from Cedent to Cessionary, subject to the terms, representations and warranties set forth below.

NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Assigned Rights" means all rights, titles, claims, causes of action, demands, judgments, awards, debts, and other interests of Cedent described in Schedule A (or in the description provided below) whether arising in contract, tort, equity or otherwise, and whether presently existing or hereafter arising that are ceded and assigned to Cessionary by this letter.

1.2 "Effective Date" means the date set forth above in this letter or the date of execution by both Parties, whichever is later.

2. ASSIGNMENT AND CESSION

2.1 Subject to the terms and conditions of this letter, Cedent hereby irrevocably cedes, assigns and transfers to Cessionary all of Cedent's right, title and interest in and to the Assigned Rights, to have and to hold the Assigned Rights unto Cessionary, its successors and assigns, to the full extent permitted by applicable law.

2.2 The Assigned Rights are described as follows (insert a detailed description of the specific accounts, claims, contracts or instruments being ceded):

3. CONSIDERATION

3.1 In consideration for the cession and assignment of the Assigned Rights, Cessionary shall pay to Cedent the amount of (the "Consideration") on the terms set forth in this Section.

4. REPRESENTATIONS AND WARRANTIES

4.1 Cedent represents and warrants to Cessionary that: (a) Cedent is the lawful and beneficial owner of the Assigned Rights, free and clear of any security interest, lien, encumbrance or third party claim except as expressly disclosed in writing to Cessionary; (b) Cedent has full power and authority to execute, deliver and perform this letter and to effect the cession and assignment herein; and (c) the execution, delivery and performance of this letter will not violate any agreement, order, judgment, law or regulation binding on Cedent.

4.2 Cessionary represents and warrants to Cedent that it has full power and authority to accept the Assigned Rights and to assume any obligations expressly assumed herein.

5. FURTHER ASSURANCES

Each Party shall execute and deliver, at the request and expense of the requesting Party, such other instruments and take such further actions as may be reasonably necessary or desirable to effect, perfect or confirm the assignment and transfer contemplated by this letter, including providing notices to third parties or endorsing instruments of transfer.

6. INDEMNITY

6.1 Cedent agrees to indemnify, defend and hold harmless Cessionary from and against any and all losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of any breach of the representations, warranties or covenants of Cedent contained herein or out of any claim by a third party asserting ownership, lien or other adverse interest in the Assigned Rights that arose prior to the Effective Date.

6.2 Cessionary agrees to indemnify Cedent for any liabilities arising from acts or omissions of Cessionary after the Effective Date in relation to the enforcement, collection or disposition of the Assigned Rights.

7. NOTICES

All notices, requests, consents and other communications required or permitted under this letter shall be in writing and sent to the addresses set forth below (or to such other address as a Party may designate by written notice to the other Party).

8. GOVERNING LAW

This letter shall be governed by and construed in accordance with the laws of the State of , without giving effect to its conflicts of law principles. Each Party submits to the exclusive jurisdiction of the courts located in that State for purposes of any dispute arising out of or relating to this letter.

9. ENTIRE AGREEMENT

This letter 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, relating thereto.

10. SEVERABILITY

If any provision of this letter is held to be invalid, illegal or unenforceable, such provision shall be enforced to the fullest extent permitted by applicable law, and the remaining provisions shall remain in full force and effect.

11. AMENDMENTS; WAIVER

No amendment or waiver of any provision of this letter shall be effective unless in writing and signed by both Parties. No failure or delay by either Party in exercising any right shall operate as a waiver.

12. COUNTERPARTS

This letter may be executed in counterparts, each of which shall be deemed an original and which together shall constitute one instrument. Delivery of an executed signature page by electronic transmission shall be equally effective as delivery of a manually executed counterpart.

The Parties have caused this Cession Agreement Letter to be executed as of the Effective Date.

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