Legal Assignment Certificate

LEGAL ASSIGNMENT CERTIFICATE

This Legal Assignment Certificate (this Certificate) is made effective as of by and between Assignor Name: and Assignee Name: .

RECITALS

WHEREAS, Assignor is the legal and beneficial owner of certain rights, title and interest in and to the assets, contracts, licenses, intellectual property and other intangible rights described in this Certificate (the Assigned Rights); and

WHEREAS, Assignor desires to assign, transfer and convey to Assignee, and Assignee desires to accept, all of Assignor's right, title and interest in and to the Assigned Rights on the terms and conditions set forth in this Certificate; and

WHEREAS, the parties intend that this Certificate evidence a present, absolute and unconditional assignment of the Assigned Rights, subject only to the terms and conditions set forth herein.

NOW, THEREFORE

In consideration of the mutual promises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. ASSIGNMENT

1.1 Assignment. Assignor hereby assigns, conveys, transfers and delivers to Assignee, its successors and permitted assigns, all of Assignor's right, title and interest in, to and under the Assigned Rights described as follows:

1.2 Scope of Assignment. The assignment made pursuant to Section 1.1 is intended to be absolute, perpetual, transferable and exclusive (except as limited by express terms set forth herein). Assignor hereby assigns all rights to sue, recover and retain damages and other remedies for past, present and future infringements, breaches or violations of the Assigned Rights.

2. CONSIDERATION

As consideration for the assignment set forth in Section 1, Assignee shall pay to Assignor the sum of (the Consideration), subject to any adjustments or payment schedule described below.

3. 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 Assigned Rights and has full power and authority to enter into and perform this Certificate; (b) the Assigned Rights are free and clear of any lien, security interest, pledge, charge, encumbrance, adverse claim or restriction; (c) there is no action, proceeding or claim pending or, to Assignor's knowledge, threatened that would adversely affect the Assigned Rights or the enforceability of this Certificate; and (d) the execution, delivery and performance of this Certificate by Assignor will not violate any agreement, order, judgment or law to which Assignor is subject.

Assignee represents and warrants that it has full power and authority to accept the assignment and to perform its obligations hereunder.

4. INDEMNIFICATION

Assignor shall indemnify, defend and hold harmless Assignee from and against any and all third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of any breach of Assignor's representations, warranties or covenants contained in this Certificate. Assignee shall indemnify Assignor to the extent such claims arise from Assignee's willful misconduct or breach of this Certificate.

5. FURTHER ASSURANCES

Each party agrees, at its own expense, to execute and deliver such further instruments and do such further acts and things as may be reasonably required to evidence, effectuate or carry out the intent and purposes of this Certificate, including the execution of assignments, acknowledgments, waivers, consents and other documents reasonably requested by the other party.

6. NOTICES

All notices, requests, demands and other communications under this Certificate shall be in writing and delivered to the parties at their respective addresses set forth below (or to such other address as a party may designate by written notice to the other party).

7. ASSIGNMENT TYPE

This assignment is: Exclusive Non-exclusive Partial (describe below)

8. GOVERNING LAW; REMEDIES

This Certificate shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties acknowledge that monetary damages may be inadequate to remedy a breach and that each party shall be entitled to seek injunctive and other equitable relief in addition to any other remedies available at law or in equity.

9. ENTIRE AGREEMENT; SEVERABILITY

This Certificate constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral. If any provision of this Certificate is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be replaced by a valid and enforceable provision that most closely reflects the parties' intent.

10. AMENDMENT; WAIVER; COUNTERPARTS

No amendment, modification or waiver of any provision of this Certificate shall be effective unless in a writing signed by the party to be charged. The failure of any party to insist upon strict performance of any provision shall not be deemed a waiver of any subsequent default. This Certificate may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

11. CERTIFICATION

Assignor certifies that the statements made in this Certificate are true and correct and that no material fact has been omitted which would render any representation herein misleading. Assignor further certifies that it has not assigned, conveyed or otherwise transferred any of the Assigned Rights to any third party except as disclosed in writing to Assignee prior to the Effective Date.

Sign Now