Legal Assignment Contract

Legal Assignment Contract

This Assignment Agreement (the "Agreement") is made and entered into as of by and between Assignor Name: , having a principal place of business at (hereinafter "Assignor"), and Assignee Name: , having a principal place of business at (hereinafter "Assignee").

Recitals

WHEREAS, Assignor is the owner of certain rights, title, interests and claims described herein and more particularly set forth in Section 1 (the "Assigned Rights");

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

WHEREAS, the parties intend that this Agreement effect a complete and binding assignment of the Assigned Rights as set forth below.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for 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 shall have the meanings set forth below. "Assigned Rights" means all rights, title and interest owned or held by Assignor in and to the rights, claims, causes of action, contracts, accounts, intellectual property, and any proceeds related to the subject described in Section 2, whether accrued or unaccrued, contingent or fixed.

2. Assignment

Assignor hereby absolutely and unconditionally assigns, conveys, transfers and sets over to Assignee all of Assignor's right, title and interest in and to the Assigned Rights, including without limitation the right to collect, sue for, compromise, enforce and receive all sums and proceeds related thereto. The Assigned Rights are described as follows:

3. Consideration

In consideration for the assignment set forth in Section 2, Assignee shall pay to Assignor the sum of (the "Purchase Price") payable in accordance with the payment terms set forth below.

4. Acceptance by Assignee

Assignee hereby accepts the assignment of the Assigned Rights and agrees to assume, perform and discharge when due any obligations expressly assumed by Assignee under this Agreement. Assignee shall have the exclusive right to enforce and collect the Assigned Rights from the Effective Date.

5. Representations and Warranties of Assignor

Assignor represents and warrants to Assignee that: (a) Assignor is the lawful owner of the Assigned Rights and has full power and authority to assign them; (b) the Assigned Rights are free and clear of any liens, encumbrances, security interests, claims or restrictions except as expressly disclosed in writing to Assignee; (c) to Assignor's knowledge, there are no pending actions, suits or proceedings that would impair the Assigned Rights other than those disclosed in writing; and (d) this Agreement constitutes a valid and binding obligation of Assignor enforceable in accordance with its terms.

6. Representations and Warranties of Assignee

Assignee represents and warrants to Assignor that: (a) Assignee has full corporate or equivalent power and authority to enter into and perform its obligations under this Agreement; (b) the execution, delivery and performance of this Agreement by Assignee will not violate any law, contract or agreement to which Assignee is subject; and (c) Assignee will promptly notify Assignor of any claim or dispute relating to the Assigned Rights.

7. Further Assurances

From time to time after the Effective Date, at the request and expense of the requesting party, each party shall execute and deliver such further instruments and take such actions as may be reasonably necessary to carry out the purposes and intent of this Agreement, including without limitation execution of assignments, powers of attorney or other documents necessary to vest in Assignee the Assigned Rights.

8. Confidentiality

Each party shall keep confidential and not disclose to any third party any non-public information received from the other party in connection with this Agreement, except as required by law or as necessary to enforce rights under this Agreement. The confidentiality obligations survive termination of this Agreement for a period of three (3) years.

9. Taxes and Withholding

Unless otherwise agreed in writing, each party shall be responsible for its own taxes arising out of the transactions contemplated by this Agreement. Any withholding or deduction required by applicable law shall be made by the paying party, and evidence of such withholding shall be delivered to the other party upon request.

10. Indemnification

Assignor shall indemnify, defend and hold harmless Assignee and its affiliates, officers, directors and agents from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach of Assignor's representations, warranties or covenants contained herein. Assignee shall indemnify Assignor for breaches of Assignee's representations and covenants. Indemnifiable claims shall be subject to the procedures and limitations set forth in this Agreement.

11. Limitation of Liability

EXCEPT FOR EACH PARTY'S INDEMNITY OBLIGATIONS AND FOR LIABILITY ARISING FROM FRAUD OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR LOST PROFITS, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12. Notices

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or by nationally recognized overnight courier to the addresses set forth below or to such other address as either party shall specify by notice to the other.

13. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to choice of law principles. The parties submit to the exclusive jurisdiction of such courts for resolution of disputes.

14. Entire Agreement

This Agreement, including any schedules or exhibits hereto that are executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

15. Amendments and Waiver

No amendment, modification or waiver of any provision of this Agreement shall be effective unless made in writing and signed by both parties. No waiver by either party of any breach shall operate or be construed as a waiver of any subsequent breach.

16. Severability

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and shall be construed so as to best effectuate the parties' intent.

17. Counterparts

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be deemed original signatures.

18. Miscellaneous

The headings in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement. The parties agree that time is of the essence with respect to each obligation under this Agreement.

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