Cession of Rights Agreement

Cession of Rights Agreement

This Cession of Rights Agreement ("Agreement") is entered into as of Effective Date: by and between Assignor Name: with address (hereinafter "Assignor"), and Assignee Name: with address (hereinafter "Assignee"). Assignor and Assignee are each a "Party" and together the "Parties."

RECITALS

WHEREAS, Assignor is the owner or lawful holder of certain rights, claims, interests, causes of action, licenses, or contractual entitlements described below (the "Rights");

WHEREAS, Assignee desires to acquire, and Assignor desires to cede and assign, all of Assignor's right, title and interest in and to the Rights upon the terms and subject to the conditions set forth in this Agreement;

WHEREAS, the Parties wish to memorialize the cession, assignment and transfer of the Rights and the respective obligations and remedies of the Parties in the event of breach.

NOW, THEREFORE

In consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below:

1.1 "Rights" means all rights, claims, causes of action, contractual entitlements, licenses, royalties, and any other interests identified in the Description of Rights and Cession below, whether contingent or vested, known or unknown.

2. DESCRIPTION OF RIGHTS AND CESSION

2.1 Cession and Assignment. Subject to the terms and conditions of this Agreement, Assignor hereby irrevocably cedes, transfers, assigns and conveys to Assignee all of Assignor's right, title and interest in and to the Rights, including without limitation the right to sue, settle, collect and enforce such Rights, from and after the Effective Date.

2.2 Scope. The cession is intended to be an absolute transfer of all present and future rights related to the Rights described above, whether arising in contract, tort, statute or equity, unless expressly reserved herein.

3. CONSIDERATION

3.1 Payment Terms. Unless otherwise provided in writing, payment of the monetary consideration, if any, shall be made in full within thirty (30) days of the Effective Date to the account or in the manner designated by Assignor. Receipt of such consideration shall constitute full and final consideration for the cession.

4. REPRESENTATIONS AND WARRANTIES

Assignor represents and warrants to Assignee that, as of the Effective Date: (a) Assignor is the sole legal and beneficial owner of the Rights being ceded; (b) the Rights are free and clear of all liens, encumbrances, security interests, pledges, assignments for the benefit of creditors, or other restrictions; (c) Assignor has full power, authority and legal capacity to enter into and perform this Agreement; and (d) there is no action, suit, proceeding, arbitration, claim or investigation pending or, to Assignor's knowledge, threatened against Assignor that would affect the Rights or Assignor's ability to perform under this Agreement.

Assignee represents and warrants to Assignor that Assignee has full power, authority and legal capacity to enter into and perform this Agreement and to accept the cession of the Rights, and that the execution and delivery of this Agreement has been duly authorized by all requisite action.

Assignor certifies that the Rights are free from liens, encumbrances and third-party claims except as disclosed below.

5. FURTHER ASSURANCES

Assignor shall execute and deliver, at Assignee's reasonable request and expense, such further instruments and perform such acts as may be reasonably necessary to effectuate the transfer of the Rights and to vest in Assignee the full benefit of the assignments made herein, including but not limited to consents, assignments, notices to third parties, and acknowledgements.

6. INDEMNIFICATION

Assignor agrees to indemnify, defend and hold harmless Assignee and its affiliates, directors, officers and employees from and against any and all liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach of Assignor's representations, warranties or covenants contained in this Agreement, or from any claim predating the Effective Date with respect to the Rights. Assignee's indemnity obligations, if any, shall be limited to breaches of Assignee's own representations and warranties.

7. NOTICES

All notices, requests, demands, consents and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the Parties at the addresses set forth below or at such other address as either Party may designate by written notice to the other Party in accordance with this Section.

Notices shall be effective upon (a) personal delivery, (b) three (3) business days after deposit in the mail, postage prepaid, or (c) one (1) business day after delivery to a nationally recognized overnight courier, provided that an e-mail transmission shall not alone constitute effective notice but may be used in addition to the foregoing methods.

8. GOVERNING LAW

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

9. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, representations and warranties, whether written or oral, relating to such subject matter.

10. AMENDMENT; WAIVER

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

11. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired in any way and shall remain in full force and effect.

12. COUNTERPARTS; EXECUTION

This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signatures delivered electronically in portable document format (PDF) or by facsimile shall be effective as originals.

13. MISCELLANEOUS

The headings in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement. The Parties agree to cooperate and execute such further documents and take such further actions as may be reasonably required to carry out the purposes of this Agreement.

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