Legal Assignment of Rights Letter

LEGAL ASSIGNMENT OF RIGHTS LETTER

This Legal Assignment of Rights Letter (the "Agreement") is made and entered into as of Effective Date: by and between Assignor Name: with principal address at and Assignee Name: with principal address at .

RECITALS

WHEREAS, Assignor is the owner or lawful holder of certain rights, claims, interests, obligations or causes of action described in this Agreement and in the reference instruments identified below (collectively, the "Assigned Rights");

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 Assigned Rights upon the terms and subject to the conditions set forth herein; and

WHEREAS, the parties intend this instrument to effect a present and irrevocable assignment of the Assigned Rights to Assignee as set forth below.

NOW, THEREFORE, in consideration of the mutual covenants 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 absolutely, unconditionally and irrevocably assigns, transfers and conveys to Assignee all of Assignor’s entire right, title and interest in and to the Assigned Rights, whether arising under contract, statute, tort, common law or equity, whether accrued or unaccrued, contingent or non-contingent, and wherever located, including without limitation the right to sue, to collect, to compromise, to execute and to receive all proceeds and recoveries (collectively, the "Assignment"). The Assigned Rights are described as follows:

1.2 Scope. The assignment made hereby is: Exclusive Non-exclusive (select the one that applies). If neither box is selected, the parties agree this assignment is intended to be exclusive unless otherwise indicated by subsequent written amendment.

2. CONSIDERATION

2.1 Consideration. In consideration for the Assignment, Assignee shall pay Assignor the sum of USD, payable in the manner set forth below or as otherwise agreed by the parties.

3. REPRESENTATIONS AND WARRANTIES

3.1 Assignor Representations. Assignor represents and warrants to Assignee that: (a) Assignor is the lawful owner of the Assigned Rights and has full authority to make this Assignment; (b) the Assigned Rights are free and clear of liens, encumbrances, security interests, and adverse claims except as expressly disclosed in writing to Assignee; (c) to Assignor’s knowledge, there are no pending actions or competing assignments that would impair the Assigned Rights except as disclosed in this Agreement; and (d) Assignor has not granted any invalid or conflicting rights to third parties that would materially interfere with Assignee’s enjoyment of the Assigned Rights, except as disclosed in the Assigned Rights description above.

3.2 Assignee Representations. Assignee represents and warrants that it has the full corporate or legal capacity and authority to accept this Assignment and perform its obligations hereunder.

4. INDEMNIFICATION

Assignor shall indemnify, defend and hold harmless Assignee from and against any and all liabilities, losses, damages, claims, costs and expenses (including reasonable attorneys’ fees) arising out of any breach of the representations and warranties made by Assignor in this Agreement, provided that Assignee gives Assignor prompt written notice of any claim and reasonably cooperates in the defense thereof.

5. FURTHER ASSURANCES

Each party shall execute and deliver such further documents and take such further actions as may be reasonably requested by the other party to effectuate the purposes and intent of this Agreement, including assignments, endorsements, releases, or other instruments necessary to transfer and perfect the Assigned Rights in favor of Assignee.

6. NOTICES

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

7. ASSIGNMENT OF PROCEEDS

All proceeds, recoveries or payments received on account of the Assigned Rights after the Effective Date shall be the sole property of Assignee. Assignor agrees to promptly remit to Assignee any such proceeds received by Assignor and to execute any documents reasonably required to transfer such proceeds to Assignee.

8. MISCELLANEOUS

8.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles.

8.2 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, representations, and understandings, whether written or oral, relating to such subject matter.

8.3 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 in any way be affected or impaired thereby.

8.4 Amendments; Waiver. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. No waiver by either party of any default or breach shall be deemed a waiver of any subsequent default or breach.

8.5 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered electronically or by facsimile shall be effective for all purposes.

9. ACKNOWLEDGMENT

Each party acknowledges that it has read this Agreement, understands its terms, and that it has had the opportunity to consult with legal counsel prior to execution. Each party further acknowledges that it enters into this Agreement knowingly and voluntarily.

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